ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

SPRINGS GLOBAL US, INC.

AND

CROWN CRAFTS INFANT PRODUCTS, INC.

Dated as of November 5, 2007

TABLE OF CONTENTS

						Page
ARTICLE I.       PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES
		SECTION 1.01		Purchased Assets			1
		SECTION 1.02		Excluded Assets			3
		SECTION 1.03		Assumption of Certain Obligations and Liabilities			3
		SECTION 1.04		Purchase Price			3
		SECTION 1.05		Adjustments to Preliminary Purchase Price			4
		SECTION 1.06		Allocation of Purchase Price			6
		SECTION 1.07		Taxes			6
		SECTION 1.08		Liabilities; Proration			7
		SECTION 1.09		Consent of Third Parties			7
ARTICLE II.       REPRESENTATIONS AND WARRANTIES
		SECTION 2.01		Representations and Warranties of Seller			4
		SECTION 2.02		Representations and Warranties of Purchaser			14
ARTICLE III.       ADDITIONAL COVENANTS AND AGREEMENTS
		SECTION 3.01		All Reasonable Efforts			15
		SECTION 3.02		Audited Financial Statements			15
ARTICLE IV.       CLOSING
		SECTION 4.01		The Closing			15
		SECTION 4.02		Deliveries by Seller			15
		SECTION 4.03		Deliveries by Purchaser			16
		SECTION 4.04		Passage of Title at Closing			17
		SECTION 4.05		Retention of and Access to Records			17
ARTICLE V.      INDEMNIFICATION
		SECTION 5.01		Agreement of Seller to Indemnify Purchaser			17
		SECTION 5.02		Agreement of Purchaser to Indemnify Seller			18
		SECTION 5.03		Procedures for Indemnification			18
		SECTION 5.04		Establishment of Indemnification Liability			19
		SECTION 5.05		Settlement of Third Party Claims			19
		SECTION 5.06		Duration			19
		SECTION 5.07		Limitations			20
		SECTION 5.08		Investigations			20
		SECTION 5.09		Sole and Exclusive Remedy			20

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TABLE OF CONTENTS

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ARTICLE VI.       MISCELLANEOUS
		SECTION 6.01		Expenses			21
		SECTION 6.02		Interpretation			21
		SECTION 6.03		Notices			21
		SECTION 6.04		Counterparts			22
		SECTION 6.05		Governing Law			22
		SECTION 6.06		Assignability			23
		SECTION 6.07		Waivers and Amendments			23
		SECTION 6.08		Third Party Rights			23
		SECTION 6.09		Entire Agreement			23
		SECTION 6.10		Severability			23
		SECTION 6.11		Enforcement of Agreement			23
		SECTION 6.12		Arbitration			23

EXHIBITS

Exhibit A:		Escrow Agreement
Exhibit B:		Bill of Sale
Exhibit C:		Assignment and Assumption Agreement
Exhibit D:		Noncompetition Agreement
Exhibit E:		Transition Services Agreement
Exhibit F:		Warehousing Agreement
Exhibit G:		Seller License Agreement

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ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of the 5th day of November, 2007, by and between SPRINGS GLOBAL US, INC ., a Delaware corporation (“ Seller ”), and CROWN CRAFTS INFANT PRODUCTS, INC. , a Delaware corporation (“ Purchaser ”).

W I T N E S S E T H :

      WHEREAS , Seller is engaged in the business of designing, marketing, importing, selling and distributing various types of bedding, blanket and bath products and related accessories for the infant and toddler retail market through Seller’s unincorporated baby product line (the “ Business ”); and

      WHEREAS , Seller desires to sell and transfer to Purchaser certain of its assets, rights and properties relating to the Business, and Purchaser desires to purchase such assets, rights and properties and has agreed to assume certain liabilities of Seller relating to the Business, in each case in the manner and upon the terms and conditions hereinafter set forth;

      NOW, THEREFORE , in consideration of the material covenants, agreements, representations and warranties contained in this Agreement, and intending to be legally bound thereby, the parties hereto hereby agree as follows:

ARTICLE I. PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES

      SECTION 1.01 Purchased Assets . Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to accept and purchase from Seller, all of the right, title and interest of Seller in, to and under the following assets, rights and properties of Seller (collectively, the “ Purchased Assets ”, which shall in no event include the Excluded Assets (as hereinafter defined)), free and clear of all liens, encumbrances, charges, security interests, pledges and claims of any kind whatsoever (“ Liens ”) other than Permitted Liens (for purposes of this Agreement, “ Permitted Liens ” means (i) Liens for taxes or assessments not yet delinquent or that are being contested in good faith and by appropriate proceedings; (ii) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen and landlords, and other similar Liens incurred in the ordinary course of business consistent with past practices for sums that are not overdue; (iii) as to any leased or licensed assets or properties, rights of the lessors or licensors thereof; and (iv) the Liens described on Schedule 1.01 ):

          (a)  Inventory . All of the inventory of finished goods used or held for use in connection with the Business (including all closeouts) (the “ Inventory ”), together with all purchase contracts and orders for the same, and all bills of lading, trust receipts, warehouse receipts and other documents of title of whatever kind and description to the extent relating to the foregoing, other than (i) any unidentifiable, unsalable or damaged Inventory, any items of Inventory that have not been classified by Seller as first quality and any Inventory that does not meet generally accepted industry standards for first quality goods (it being acknowledged and agreed that industry standards allow for up to a four percent (4%) off-quality-level variation in

first quality goods (the “ Variance ”)); (ii) any labels, inserts, supplies or packaging that Purchaser cannot use because of wrong declaration of responsibility or failure to meet any other legal requirement; and (iii) any Inventory that has been transferred for sale at Seller’s outlet stores (all Inventory to be transferred to the Purchaser pursuant to this Section 1.01(a), the “ Eligible Inventory ”).

          (b)  Intellectual Property . All of the following used solely in the Business: patents and patent applications; copyrights and copyright applications; trademarks, trademark applications, service marks, logos, trade names, slogans, brands and all similar rights to names (including trademark applications with respect to “Welcome to the World” and “Everything Kids” (collectively, the “ Specified Applications ”)) and any and all variations thereof, together with all applications for any of the foregoing; inventions, discoveries, improvements, processes, methods, designs, data, drawings and product and process specifications; cost sheets, artwork, screens, films, samples, molds, test procedures and specifications; trade secrets, confidential information, know-how and ideas, whether patentable or not; data processing records, written instructions for procedures, technical information and related data; and all goodwill to the extent associated with any of the foregoing and all rights to use the same (collectively, the “ Intellectual Property ”).

          (c)  Licenses . All licenses, sublicenses and other assignments or permissions of Seller with respect to all active product programs and all closeout Inventory included within the Eligible Inventory, each of which is set forth on Schedule 1.01(c) (the “ Licenses ”).

          (d)  Sales Agent Contracts . All of Seller’s rights under the sales agency contracts listed on Schedule 1.01(d) (the “Contracts”).

          (e)  Business Records, Marketing Materials and Certain Related Assets . To the extent (i) under Seller’s possession or control and (ii) used in the Business or related to the Purchased Assets: originals or copies of all books, records, manuals and other materials (including all records and materials maintained at the headquarters, manufacturing facilities and sales offices of the Business and at the locations of the Business’s suppliers), advertising materials, catalogues, price lists, correspondence, mailing lists, lists of customers, lists of suppliers, distribution lists, photographs, production data, marketing materials and records, sales and promotional materials and records, purchasing materials and records, product specifications, manufacturing and quality control records and procedures, blueprints, research and development files, financial and cost accounting records, and current sales order files, provided that personnel and payroll records are expressly excluded from the foregoing, and the yellow modular house used by Seller for trade shows in connection with the Business.

          (f)  Goodwill . All goodwill relating to the Purchased Assets and the Business.

          (g)  Certain Rights . All guarantees, warranties, indemnities and similar rights in favor of Seller with respect to any Purchased Assets, other than Retained Inventory Rights.

          (h)  Claims . All rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller to the extent relating to the ownership, use, function or value of the Purchased Assets, whether arising by way of

counterclaim or otherwise, other than (i) the Retained Inventory Rights and (ii) any such actions, lawsuits, judgments, claims and demands that relate to Excluded Assets or Excluded Liabilities.

          (i)  Prepayments . All credits, prepaid royalties, prepaid expenses, deferred charges, advance payments, security deposits, funds advanced to customers and prepaid items relating to or arising out of the operation of the Business (the “ Prepay Amount ”).

      SECTION 1.02 Excluded Assets . Seller will retain and not transfer, and Purchaser will not purchase or acquire any of the following assets, rights or properties of Seller (collectively, the “ Excluded Assets ”): (a) any of Seller’s assets, rights or properties that are not expressly identified herein as Purchased Assets, including the Receivables (as hereinafter defined) and other rights to receive payment arising out of sales occurring in the ordinary course of conduct of the Business on or prior to the Closing Date (as hereinafter defined); and (b) without limiting the generality of the immediately preceding clause (a), (i) any of Seller’s rights to causes of action, lawsuits, judgments, claims or demands of any nature available to Seller relating to the Excluded Assets or the Excluded Liabilities, (ii) any guarantees, warranties, indemnities and similar rights in favor of Seller relating to the representations made by Seller with respect to the Inventory pursuant to Section 2.01(j) (the “ Retained Inventory Rights ”), and (iii) any of Seller’s assets, rights or properties listed on Schedule 1.02 .

      SECTION 1.03 Assumption of Certain Obligations and Liabilities . On the terms and subject to the conditions set forth herein, and in consideration of the sale, conveyance, transfer, assignment and delivery of the Purchased Assets by Seller to Purchaser as provided in Section 1.01 hereof, at the Closing Purchaser shall assume and be responsible for (a) all open purchase orders relating to Eligible Inventory, (b) all unpaid Allowances (as hereinafter defined) as of the Closing Date and Allowances of the Business for shipments to customers subsequent to the Closing Date, and (c) all obligations related to Licenses or Contracts to be performed after the Closing (collectively, the “ Assumed Liabilities ”). Purchaser shall not assume or be liable for any liabilities, obligations or commitments of Seller relating to the operation of the Business or the ownership of the Purchased Assets prior to the Closing other than the Assumed Liabilities, including (x) any Payables (as hereinafter defined) or (y) any chargebacks resulting from shipping errors or for agreed allowances and discounts for shipments to customers prior to the Closing Date (all liabilities, obligations or commitments of Seller other than Assumed Liabilities are referred to herein as “ Excluded Liabilities ”).

      SECTION 1.04 Purchase Price .

          (a) In consideration of the sale, transfer, conveyance, assignment and delivery of the Purchased Assets, at the Closing Purchaser shall (i) assume the Assumed Liabilities as provided in Section 1.03, and (ii) pay Seller, by wire transfer of immediately available funds to an account designated by Seller in writing, an amount (the “ Closing Payment ”) equal to eighty percent (80%) of the following (the “ Preliminary Purchase Price ”): $14,592,659, minus (A) $3,078,985, which equals the amount of all trade accounts receivable invoices arising out of sales occurring in the ordinary course of conduct of the Business (the “ Receivables ”) which were unpaid as of the month ended August 4, 2007 (the “ Month End ”) and (B) $386,900, which equals all advertising allowances and accruals earned by customers of the Business arising in the ordinary course of conduct of the Business (the “ Allowances ”) which were unpaid as of the Month End, plus $1,265,960, which equals the amount of all trade accounts payable arising in

the ordinary course of conduct of the Business (the “ Payables ”) which were unpaid as of the Month End.

          (b) At the Closing, Purchaser shall deposit an amount equal to twenty percent (20%) of the Preliminary Purchase Price (the “ Escrow Amount ”) with an escrow agent reasonably acceptable to Seller and Purchaser (the “ Escrow Agent ”), pursuant to an escrow agreement substantially in the form attached hereto as Exhibit A (the “ Escrow Agreement ”), which Escrow Amount is intended to be available to satisfy Purchaser’s obligations, if any, under Section 1.05 hereof.

      SECTION 1.05 Adjustments to Preliminary Purchase Price .

          (a) Promptly following the Closing, representatives of Seller and Purchaser shall conduct (or cause to be conducted) a physical count of the Eligible Inventory as of the Closing Date in accordance with inventory procedures mutually acceptable to Seller and Purchaser. Purchaser shall be solely responsible for its auditor’s fees in connection with such physical count of the Eligible Inventory. All Eligible Inventory shall be valued as of the Closing Date at Seller’s standard costs for such items (in a manner consistent with Seller’s methods for determining standard costs prior to June 30, 2007), plus any prepayments with respect thereto for which Purchaser will be given credit by the applicable vendor (the “ Value ”). In determining Seller’s standard costs, all finished goods shall be valued at cost of acquisition, plus any applicable freight, duty and broker’s fees incurred in the procurement process.

          (b) As promptly as practicable, but no later than thirty (30) days after the Closing Date, (i) Purchaser shall cause to be prepared and delivered to Seller a statement setting forth Purchaser’s calculation of the Eligible Inventory and the Value thereof, and (ii) Seller shall cause to be prepared and deliver to Purchaser a statement setting forth Seller’s calculation of the Prepay Amount and the amount of the Allowances as of the Closing Date. If either party disagrees with the calculations of the other in any respect, such party may, within thirty (30) days after its receipt of such calculations, deliver a notice to the other setting forth such disputes (the “ Disputed Items ”). The parties shall use their reasonable best efforts to negotiate in good faith an agreement as to all such Disputed Items. If all such disputes are not resolved within fifteen (15) days, then the parties shall submit their unresolved disputes for final resolution to an accounting firm to be mutually agreed upon (the “ Final Resolution ”).

          (c) Upon the determination of the Eligible Inventory and the Value thereof, the amount of the Prepay Amount and the amount of the unpaid Allowances as of the Closing Date, whether by the agreement of the parties or by Final Resolution, the following adjustments shall be made to the Preliminary Purchase Price (and the Preliminary Purchase Price, after giving effect to such adjustments, is referred to herein as the “ Final Purchase Price ”):

               (i)      if the Value of the current and in-line Eligible Inventory (plus the Value of all current and in-line Eligible Inventory in transit with respect to which title has already passed to Seller), as agreed upon or as determined by Final Resolution, exceeds $4,329,912, then the Preliminary Purchase Price shall be increased by the amount of such excess;

               (ii)      if the Value of the closeout Eligible Inventory (plus the Value of all closeout Eligible Inventory in transit with respect to which title has already passed to Seller),

as agreed upon or as determined by Final Resolution, exceeds $5,037,966, then the Preliminary Purchase Price shall be increased by 19.35% of such excess;

               (iii) if the Value of the current and in-line Eligible Inventory (plus the Value of all current and in-line Eligible Inventory in transit with respect to which title has already passed to Seller), as agreed upon or as determined by Final Resolution, is less than $4,329,912, then the Preliminary Purchase Price shall be decreased by the amount of such shortfall;

               (iv) if the Value of the closeout Eligible Inventory (plus the Value of all closeout Eligible Inventory in transit with respect to which title has already passed to Seller), as agreed upon or as determined by Final Resolution, is less than $5,037,966, then the Preliminary Purchase Price shall be decreased by the amount of such shortfall;

               (v) if the amount of the unpaid Allowances as of the Closing Date, as agreed upon or as determined by Final Resolution, exceeds $386,900, which equals the amount of the unpaid Allowances as of the Month End, then the Preliminary Purchase Price shall be decreased by the amount of such excess;

               (vi)      if the amount of the unpaid Allowances as of the Closing Date, as agreed upon or as determined by Final Resolution, is less than $386,900, which equals the amount of the unpaid Allowances as of the Month End, then the Preliminary Purchase Price shall be increased by the amount of such shortfall; and

               (vii) the Preliminary Purchase Price shall be increased by the amount of the Prepay Amount, as agreed upon or as determined by Final Resolution.

          (d)      On the first business day following the earlier of (A) the date on which the parties reach agreement with respect to the Eligible Inventory and the Value thereof, the amount of the Prepay Amount and the amount of the unpaid Allowances as of the Closing Date, and (B) the date of Final Resolution:

               (i) As provided in the Escrow Agreement, the Escrow Agent shall pay to Seller from the Escrow Amount the amount, if any, by which the Final Purchase Price, as finally determined pursuant to Section 1.05(c) hereof, exceeds the Closing Payment. To the extent that the Escrow Amount is insufficient, Purchaser shall make immediate payment by wire transfer to Seller of such difference.

               (ii) As provided in the Escrow Agreement, the Escrow Agent shall pay to Purchaser from the Escrow Amount the amount, if any, by which the Final Purchase Price, as finally determined pursuant to Section 1.05(c) hereof, is less than the Closing Payment. To the extent that the Escrow Amount is insufficient, Seller shall make immediate payment by wire transfer to Purchaser of such difference.

          (e) Seller acknowledges that Purchaser disagrees with Seller’s methods for determining standard costs of Eligible Inventory prior to the date hereof solely with respect to the effect of import duties on such standard costs, including the effect of any miscoding in connection therewith. In connection with the determination of Eligible Inventory as of the

Closing Date pursuant to Section 1.05(a), Seller shall review its methods of determining standard costs of inventory in good faith, and review information provided by Purchaser with respect to possible defects in such methods. If, after this review, (A) Seller and Purchaser agree that Seller’s methods of determining standard costs of inventory overstate or understate the actual cost of such inventory solely with respect to the effect of import duties on such standard costs, and agree on a method of correcting such overstatement or understatement or the exact amount of such overstatement or understatement, or (B) Seller and Purchaser are not able to agree on the amount or method of correcting any such overstatement or understatement after having made reasonable and good faith efforts to reach agreement on this issue for a period of at least 20 business days, but a subsequent binding arbitration decision pursuant to Section 6.12 concludes that import duties were incorrectly calculated with respect to Seller’s Inventory as of June 30, 2007 or the Closing Date, then the parties hereto, notwithstanding anything to the contrary in this Agreement, will take the following actions:

               (i) if the sum of the inventory threshold amounts referenced in Sections 1.05(c)(i) and (ii) is less than the actual amount of Seller’s Inventory as of June 30, 2007 (as determined by mutual agreement or arbitration pursuant to this Section 1.05(e)), Purchaser shall pay Seller the amount of such difference on the same date a payment is required to be made pursuant to Section 1.05(d);

               (ii) if the sum of the inventory threshold amounts referenced in Sections 1.05(c)(i) and (ii) is greater than the actual amount of Seller’s Inventory as of June 30, 2007 (as determined by mutual agreement or arbitration pursuant to this Section 1.05(e)), Seller shall pay Purchaser the amount of such difference on the same date a payment is required to be made pursuant to Section 1.05(d);

               (iii) the inventory thresholds in Sections 1.05(c)(i), (ii), (iii) and (iv) shall be deemed adjusted to equal the amounts agreed upon by the parties or decided by arbitration pursuant to this Section 1.05(e); and

               (iv) the Eligible Inventory as of the Closing Date shall be calculated using the Seller’s methods for determining standard costs of Inventory prior to the date hereof, as such methods may be adjusted by this Section 1.05(e).

      SECTION 1.06 Allocation of Purchase Price . Purchaser and Seller shall cooperate with one another in good faith to prepare an allocation of the Final Purchase Price among the Purchased Assets promptly following the determination of the Final Purchase Price. The parties shall make consistent use of such allocation for all income tax purposes and in all filings, declarations and reports with the Internal Revenue Service and other governmental agencies in respect thereof, including the reports required to be filed under Section 1060 of the Internal Revenue Code of 1986, as amended. Neither Purchaser nor Seller will take a position on any income tax return, before any governmental agency charged with the collection of any income tax or in any judicial proceeding that is in any manner inconsistent with the terms of such allocation or this Section 1.06 without the written consent of the other party.

      SECTION 1.07 Taxes . Purchaser shall pay, in a timely manner, all sales, transfer, documentary, stamp and use taxes, if any, arising out of the transfer or conveyance of the

Purchased Assets. Purchaser shall have delivered to Seller prior to the Closing Date a valid resale exemption certificate with respect to the Eligible Inventory.

      SECTION 1.08 Liabilities; Proration . Purchaser shall be responsible for all liabilities and obligations pertaining to the operation and ownership of the Business arising after the Closing. Seller shall be responsible for all liabilities and obligations (other than Assumed Liabilities) pertaining to the operation of the Business arising prior to the Closing, including all royalty minimums and shortfalls set forth on Schedule 1.08 . Those liabilities and obligations attributable to periods both prior to or on the Closing Date and subsequent to the Closing Date shall be prorated accordingly and shall be charged or credited to Seller and Purchaser, as applicable, at the Closing based on the amount reasonably estimated by Seller and Purchaser. Upon receipt by Seller or Purchaser of invoices relating in whole or in part to liabilities and obligations so prorated, each party shall promptly submit to the other party such invoices, together with the supporting documentation demonstrating that the related liability, or the applicable portion thereof, was incurred prior to or on the Closing Date. Upon the submission of such documentation, Seller and Purchaser shall re-prorate such liabilities and shall promptly pay any amounts owing to each other as a result thereof.

      SECTION 1.09 Consent of Third Parties . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any instrument, contract, lease, permit, approval, license or other agreement or undertaking or any claim, right or benefit arising thereunder or resulting therefrom if an assignment or transfer or an attempt to make such an assignment or transfer without the consent of a third party would constitute a breach or violation thereof or affect adversely the right of Purchaser or Seller thereunder, and any transfer or assignment to Purchaser by Seller of any interest under any such instrument, contract, lease, permit or other agreement or undertaking that required the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval has not been obtained prior to the Closing, Seller shall continue to use commercially reasonable efforts to obtain any such approval or consent as quickly as practicable after the Closing until such time as such consent or approval has been obtained, but in no event shall Seller be required to continue its efforts to obtain any such consent for more than three (3) months after the Closing. Until any such consent is obtained, Seller and Purchaser will cooperate in any reasonable and lawful arrangement designed to give to Purchaser the interest of Seller in the benefits under any such instrument, contract, lease, permit, approval, license or other agreement or undertaking, including performance by Seller as agent, and Purchaser shall undertake to pay or otherwise satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. Seller and Purchaser shall bear equally any fees or other costs incurred as a result of the transfer to Purchaser of any License or Contract, other than (i) those fees or costs incurred at or prior to Closing to transfer to Purchaser that certain License Agreement between Disney Consumer Products, a division of Disney Enterprises, Inc. (“ Disney ”), and Seller dated as of May 5, 2006 (the “ Disney License ”), which shall be paid by Seller at or before the Closing; provided that Purchaser shall have sole liability for, and shall pay as and when due, any increased fees under the Disney License (including any license or royalty fees) for periods after the Closing that Disney may impose in connection with the transfer of the Disney License, and (ii) the $25,000 transfer fee required to be paid by Purchaser to Mattel, Inc. pursuant to that certain Letter Agreement, dated as of November 1, 2007, between Purchaser and

Mattel, Inc. to transfer to Purchaser that certain Fisher Price License Agreement (Contract No. 20921) with an effective date of January 1, 2007 between Mattel, Inc. and Seller, which shall be paid solely by Purchaser. Nothing in this Section 1.09 shall be deemed to constitute an agreement to exclude from the Purchased Assets any assets described under Section 1.01.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

      SECTION 2.01 Representations and Warranties of Seller . As a material inducement to enter into this Agreement and all other documents to be executed in connection with this Agreement (collectively, the “ Ancillary Documents ”), Seller represents and warrants to Purchaser as follows, and acknowledges and confirms that Purchaser is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by Purchaser or on its behalf:

          (a)  Organization and Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to qualify would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “ Material Adverse Effect ” means an effect which is materially adverse to the financial condition, results of operations, properties or liabilities of the Business; provided , however , that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent attributable to or resulting from (i) any change in economic conditions in the industry in which the Business operates (but only to the extent that the effect of any such change on the Business is not materially different from the effect on comparable businesses); (ii) any change in currency rates; (iii) any change in any Law (as hereinafter defined) generally affecting the industry in which the Business operates; (iv) any increases in the costs of commodities or supplies; (v) any change in the financial condition or results of operation of the Business caused by the pending sale of the Business to Purchaser; (vi) any act of war or terrorism; or (vii) any actions expressly required to be taken pursuant to or in accordance with this Agreement. Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller has all necessary corporate power and authority to own, lease and operate its properties and conduct the Business as it is currently being conducted.

          (b)  Authorization and Binding Effect . The execution, delivery and performance of this Agreement and the Ancillary Documents by Seller have been duly authorized by the Board of Directors of Seller, and this Agreement and the Ancillary Documents constitute the legal, valid and binding obligation of Seller enforceable in accordance with their respective terms, except as may be limited by bankruptcy, reorganization, insolvency and other similar Laws or equitable principles relating to or affecting the enforcement of rights of creditors generally. All other corporate proceedings required by the certificate of incorporation or bylaws of Seller or otherwise for the execution and delivery of this Agreement and the Ancillary Documents, and for the consummation of the transactions contemplated hereby and thereby, have been duly taken.

          (c) No Violation . The execution, delivery and performance by Seller of this Agreement do not and will not (i) contravene or breach or constitute a default under any term or provision of the certificate of incorporation or bylaws of Seller, (ii) constitute a violation of any statute, ordinance, judgment, order, decree, regulation or rule of any court, governmental authority or arbitrator or, except as set forth on Schedule 2.01(c) , any license, permit or franchise applicable or relating to the Business or the Purchased Assets, or (iii) result in the creation of any Lien upon any of the Purchased Assets pursuant to the provisions of any of the foregoing. Except as set forth on Schedule 2.01(c) , no governmental approval or governmental consent is required to be obtained by Seller in connection with the execution and delivery of this Agreement and the transactions contemplated hereby.

          (d) Financial Statements . Attached hereto as Schedule 2.01(d) are Statements of Assets Acquired and Liabilities Assumed as of January 1, 2005 (fiscal 2004), December 30, 2005, December 30, 2006 and September 29, 2007, and Statements of Revenues and Direct Expenses for the fiscal years (or portion thereof) ending on such dates (the “ Financial Statements ”). The Financial Statements have been prepared from the books and records of Seller and present fairly in all material respects the information contained therein for the periods covered thereby.

          (e) Insurance . As of the date hereof and immediately prior to the Closing, the Business and the Purchased Assets are, and will be, insured against such hazards and liabilities, under such coverages and in such amounts, as are customarily maintained by prudent companies similarly situated and under policies issued by insurers of recognized responsibility. Such policies are in full force and effect, all premiums due thereon h