Extract to table

198), any qualifying competing bid must exceed VMS's purchase price by a minimum overbid increment of $1

0 million, meaning any initial competing bid must be at least $64

Categories of Assumed Liabilities The APA defines "Assumed Liabilities" by reference to an enumerated schedule of obligations that VMS, as Buyer, agrees to assume at or following the closing of the transaction

3(b) of the APA provides that VMS shall assume and be responsible for all obligations arising under the assumed contracts that accrue or become due after the closing date

3(d) of the APA provides that VMS shall assume the environmental remediation obligations at the Elyria facility as identified in the Phase II ESA prepared by Pinehurst Environmental Sciences, Inc

The absence of an environmental liability cap in the APA is a significant structural deficiency that must be addressed in any APA amendment