Contract analysis

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Assets" has the meaning set forth in Section 2.01. "Acquired Business EBITDA" means, for any Measurement Period, the earnings before interest, taxes, depreciation, and amortization of the Business, calculated in accordance with the methodology set forth in Exhibit C. "Adjusted EBITDA" means, as

Section 1.02 — Interpretation Unless the context of this Agreement clearly requires otherwise, (a) words importing the masculine gender shall include the feminine and neuter genders, and vice versa; (b) words importing the singular shall include the plural, and vice versa; (c) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (d) the words "herein," "he

ARTICLE II — PURCHASE AND SALE

Section 2.01 — Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from the Company, free and clear of all Encumbrances other than Permitted Liens, all of the Company's right, title, and interest in and to the following assets, propertie

Section 2.02 — Excluded Assets Notwithstanding anything to the contrary in Section 2.01, the following assets of the Company (collectively, the "Excluded Assets") are excluded from the Acquired Assets and shall be retained by the Company and/or the Members, as applicable: (a) All cash and cash equivalents of the Company, including all bank accounts and all funds held in such accounts, as of the Closing; (b) All distr

Section 2.03 — Assumed Liabilities At the Closing, Buyer shall assume and agree to pay, perform, and discharge when due the following liabilities and obligations of the Company (collectively, the "Assumed Liabilities"), and no others: (a) Trade Payables. All trade accounts payable of the Company incurred in the Ordinary Course of Business and outstanding as of the Closing Date, estimated at approximately One Million

Section 2.04 — Excluded Liabilities All liabilities and obligations of the Company other than the Assumed Liabilities (collectively, the "Excluded Liabilities") shall be retained by and remain the sole responsibility and obligation of the Company and the Members. Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following: (a) All liabilities arising from, relating to, or ot

Section 2.05 — Purchase Price (a) Total Purchase Price. The aggregate consideration for the Acquired Assets (the "Purchase Price") shall be Thirty Million Dollars ($30,000,000), consisting of: (i) the Closing Cash Payment of Twenty-Four Million Dollars ($24,000,000), payable in cash at the Closing in accordance with this Section 2.05; and (ii) the earnout payments of up to Six Million Dollars ($6,000,000) in the aggr

Section 2.06 — Earnout (a) Earnout Payments. In addition to the Closing Cash Payment, Buyer shall pay to Sellers contingent earnout payments of up to an aggregate of Six Million Dollars ($6,000,000) (each, an "Earnout Payment" and collectively, the "Earnout"), based upon the Acquired Business EBITDA of the Business during each Measurement Period, as follows: (i) Earnout Period 1. For the twelve (12)-month period endi

Section 2.07 — Purchase Price Allocation Buyer and Sellers agree to allocate the Purchase Price (including the Assumed Liabilities, the estimated fair value of the Earnout contingent consideration at the Closing, and any other items treated as consideration for United States federal income tax purposes) among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated ther

Section 2.08 — Withholding Buyer shall be entitled to deduct and withhold from any amounts payable under this Agreement such amounts as are required to be deducted and withheld under the Code or any applicable provision of federal, state, local, or foreign Tax Law. To the extent that amounts are so withheld and timely remitted to the appropriate Governmental Authority, such withheld amounts shall be treated for all p

Section 3.01 — Closing Date The closing of the Transactions contemplated by this Agreement (the "Closing") shall take place remotely via the electronic exchange of executed signature pages and other deliverables (by email in portable document format or other electronic means mutually agreed upon by the parties) on a date that is no later than three (3) Business Days following the satisfaction or waiver (to the extent

Section 3.02 — Closing Deliverables (a) Sellers' Deliverables at Closing. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following documents, instruments, and agreements, each in form and substance reasonably satisfactory to Buyer: (i) This Agreement, duly executed by the Company (by Gerald T. Brennan, as Managing Member) and by each Member individually; (ii) A Bill of Sale, substantially

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF SELLERS Except as set forth in the Disclosure Schedules (it being understood and agreed that any disclosure set forth in a particular Schedule shall be deemed to have been disclosed with respect to each other representation and warranty to which the relevance of such disclosure is reasonably apparent on its face), the Company and each Member, jointly and severally, hereb

Section 4.01 — Organization and Good Standing The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Indiana. The Company was formed in Indiana in 2006 and is registered with the Indiana Secretary of State under Entity ID 2006041500237, with Hoosier Registered Agents Inc., 201 South Capitol Avenue, Indianapolis, Indiana 46225, serving as its re

Section 4.02 — Authority; Enforceability The Company has full limited liability company power and authority, and each Member has full legal capacity and authority, to execute and deliver this Agreement and each of the other Transaction Documents to which such Seller is a party, and to perform its or his or her obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery, and perfo

Section 4.03 — No Conflicts; Consents The execution, delivery, and performance by each Seller of this Agreement and each of the other Transaction Documents to which such Seller is a party, and the consummation of the Transactions, do not and will not: (a) violate, confli