FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / asset-purchase-agreement-v1.docx
asset-purchase-agreement-v1.docx · 1011-00006

Parties

Harkness LLP
Meridian Consumer Brands LLC
Buckeye Industrial Realty Partners LLC
PURCHASE AND SA
Capitol Registered Agents Inc

Dates

April 7, 2025
December 31, 2024
March 5, 2025
July 1, 2020
August 15, 2025
February 1, 2023
May 16, 2025
June 16, 2025

Amounts

$620,000,000
$58,000,000
$6,100,000
$6,600,000
$400,000
$4,000,000
$25,000
$250,000
$6,350,000
$40,000,000

Obligations

1 — Defined Terms 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
between Six Million One Hundred Thousand Dollars ($6,100,000) and Six Million Six Hundred Thousand Dollars ($6,600,000)), no Adjustment Amount shall be payable
For the avoidance of doubt, Fraud shall not include constructive fraud, negligent misrepresentation, or any form of fraud based on recklessness or negligence
the range of Six Million One Hundred Thousand Dollars ($6,100,000) to Six Million Six Hundred Thousand Dollars ($6,600,000)), within which no adjustment to the Purchase Price shall be made
2 — Rules of Construction Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise specified, (e) the word "including" (and its various forms) means "including, without limitation," (f) the word "or" is disjunctive but not exclusive, (g) the word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase does not mean simply "if," (h) all references to "dollars" or "$" are to United States dollars, (i) all references to any period of days shall refer to calendar days unless Business Days are specified, (j) all references to any Law shall be deemed to refer to such Law as amended from time to time and to any rules and regulations promulgated thereunder, (k) all references to any Contract shall be deemed to refer to such Contract as amended, modified, or supplemented from time to time in accordance with its terms, and (l) the headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any of the provisions of this Agreement