ASSET PURCHASE AGREEMENTAsset Exchange Agreement |
|
|
|
You are currently viewing: This Asset Exchange Agreement involves
Barnstable Holding Company | Barnstable Water Company | BARLACO, Inc.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Asset Exchange Agreement by:
EXHIBIT
10.28
Execution
Copy
ASSET
PURCHASE AGREEMENT
among
the
Town of Barnstable,
Connecticut
Water Service, Inc.
the
Barnstable Holding Company,
the
Barnstable Water Company
and
BARLACO,
Inc.
March 10,
2005
TABLE
OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
||
|
SECTION 1 |
|
- SALE AND PURCHASE OF
ASSETS |
|
|
1 |
|
||||
|
|
|
|
1.1 |
|
|
Sale of Assets |
|
|
1 |
|
|
|
|
|
1.2 |
|
|
Satisfaction of Note |
|
|
2 |
|
|
|
|
|
1.3 |
|
|
Excluded Liabilities |
|
|
2 |
|
|
|
|
|
1.4 |
|
|
Purchase Price and Payment |
|
|
3 |
|
|
|
|
|
1.5 |
|
|
Transfer of Purchased
Assets |
|
|
3 |
|
|
|
|
|
1.6 |
|
|
Delivery of Records and
Contracts |
|
|
3 |
|
|
|
|
|
1.7 |
|
|
Closing |
|
|
3 |
|
|
SECTION 2 |
|
- REPRESENTATIONS AND
WARRANTIES OF THE SELLER, PARENT, AND BHC |
|
|
4 |
|
||||
|
|
|
|
2.1 |
|
|
Organization and
Qualification |
|
|
4 |
|
|
|
|
|
2.2 |
|
|
Authority to Execute and
Perform Agreements |
|
|
4 |
|
|
|
|
|
2.3 |
|
|
Capitalization |
|
|
4 |
|
|
|
|
|
2.4 |
|
|
Financial Statements |
|
|
4 |
|
|
|
|
|
2.5 |
|
|
No Material Adverse Change |
|
|
5 |
|
|
|
|
|
2.6 |
|
|
Tax Matters |
|
|
5 |
|
|
|
|
|
2.7 |
|
|
Compliance with Laws |
|
|
6 |
|
|
|
|
|
2.8 |
|
|
Consents; No Breach |
|
|
7 |
|
|
|
|
|
2.9 |
|
|
Actions and Proceedings |
|
|
7 |
|
|
|
|
|
2.10 |
|
|
Contracts and Other
Agreements |
|
|
7 |
|
|
|
|
|
2.11 |
|
|
Real Property |
|
|
8 |
|
|
|
|
|
2.12 |
|
|
Tangible Property |
|
|
8 |
|
|
|
|
|
2.13 |
|
|
Title to Assets; Liens |
|
|
8 |
|
|
|
|
|
2.14 |
|
|
Absence of Undisclosed
Liabilities |
|
|
9 |
|
|
|
|
|
2.15 |
|
|
Insurance |
|
|
9 |
|
|
|
|
|
2.16 |
|
|
Brokerage |
|
|
9 |
|
|
|
|
|
2.17 |
|
|
Hazardous Materials |
|
|
9 |
|
|
SECTION 3 |
|
- REPRESENTATIONS AND
WARRANTIES OF THE BUYER |
|
|
10 |
|
||||
|
|
|
|
3.1 |
|
|
Authority to Execute and
Perform Agreements |
|
|
10 |
|
|
|
|
|
3.2 |
|
|
Brokerage |
|
|
10 |
|
-i-
TABLE
OF CONTENTS
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
||
|
|
|
|
3.3 |
|
|
Actions and Proceedings |
|
|
11 |
|
|
|
|
|
3.4 |
|
|
No Breach |
|
|
11 |
|
|
SECTION 4 |
|
- COVENANTS AND AGREEMENTS |
|
|
11 |
|
||||
|
|
|
|
4.1 |
|
|
Conduct of Business |
|
|
11 |
|
|
|
|
|
4.2 |
|
|
Continued Effectiveness of
Representations and Warranties |
|
|
12 |
|
|
|
|
|
4.3 |
|
|
Taxes |
|
|
12 |
|
|
|
|
|
4.4 |
|
|
Corporate Examinations and
Investigations |
|
|
13 |
|
|
|
|
|
4.5 |
|
|
Expenses |
|
|
13 |
|
|
|
|
|
4.6 |
|
|
Authorization from Others |
|
|
13 |
|
|
|
|
|
4.7 |
|
|
Consummation of Agreement |
|
|
14 |
|
|
|
|
|
4.8 |
|
|
Collection of Assets |
|
|
14 |
|
|
|
|
|
4.9 |
|
|
Use of Name |
|
|
14 |
|
|
|
|
|
4.10 |
|
|
Further Assurances |
|
|
14 |
|
|
|
|
|
4.11 |
|
|
Related Agreements |
|
|
14 |
|
|
|
|
|
4.12 |
|
|
Insurance |
|
|
14 |
|
|
SECTION 5 |
|
- CONDITIONS PRECEDENT TO
THE OBLIGATION OF THE BUYER TO CLOSE |
|
|
15 |
|
||||
|
|
|
|
5.1 |
|
|
Representations, Warranties
and Covenants |
|
|
15 |
|
|
|
|
|
5.2 |
|
|
Third Party Consents |
|
|
15 |
|
|
|
|
|
5.3 |
|
|
Management Agreement |
|
|
15 |
|
|
|
|
|
5.4 |
|
|
BARLACO Purchase and Sale
Agreement |
|
|
15 |
|
|
|
|
|
5.5 |
|
|
Opinion of Counsel to the
Seller |
|
|
15 |
|
|
|
|
|
5.6 |
|
|
Litigation |
|
|
15 |
|
|
|
|
|
5.7 |
|
|
Delivery of Instruments of
Transfer |
|
|
16 |
|
|
|
|
|
5.8 |
|
|
No Material Change |
|
|
16 |
|
|
|
|
|
5.9 |
|
|
Seller Name Change and
Discharge of Liabilities; Insurance |
|
|
16 |
|
|
|
|
|
5.10 |
|
|
Massachusetts Tax Waivers |
|
|
16 |
|
|
|
|
|
5.11 |
|
|
Financing |
|
|
16 |
|
|
|
|
|
5.12 |
|
|
Barnstable Town Council
Approval |
|
|
16 |
|
|
|
|
|
5.13 |
|
|
Payment of Discharge Amount
|
|
|||






