EXECUTION COPY ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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BANTA CORPORATION | BANTA HEALTHCARE GROUP, LTD | BHG ACQUISITION LLC

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Title: EXECUTION COPY ASSET PURCHASE AGREEMENT
Governing Law: Wisconsin Date: 4/18/2005
Industry: Printing and Publishing Law Firm: McDermott Will;Foley Lardner Sector: Services

EXECUTION COPY

ASSET PURCHASE AGREEMENT

among

BANTA CORPORATION,

BANTA HEALTHCARE GROUP, LTD.

and

BHG ACQUISITION LLC

dated as of

February 12, 2005

			Page

1	PURCHASE AND SALE		2
	1.1	Purchased Assets	2
	1.2	Excluded Assets	3
	1.3	Assumed Liabilities	4
	1.1	Excluded Liabilities	5
	1.4	Nonassignable Contracts and Rights	6
2	PURCHASE PRICE; PAYMENT		7
	2.1	Purchase Price	7
	2.2	Payment	7
	2.3	Determination of Net Working Capital	8
3	REPRESENTATIONS AND WARRANTIES		10
	3.1	Representations and Warranties of Parent	10
	3.2	Representations and Warranties of Buyer	26
	3.3	Expiration of Representations and Warranties	28
	3.4	No Other Representations or Warranties	28
4	COVENANTS PRIOR TO CLOSING		29
	4.1	Access to Information Concerning Properties and Records; Confidentiality	29
	4.2	Conduct of Business Pending the Closing	29
	4.3	Further Actions	30
	4.4	Certain Filings	31
	4.5	Notification	31
	4.6	Transfer of Subsidiary Shares	31
	4.7	Exclusivity	32
	4.8	Title Insurance	32
	4.9	[Intentionally Omitted]	32
	4.10	Expiration of Covenants to be Performed Before Closing	32
5	ADDITIONAL COVENANTS		32
	5.1	Tax Matters	32
	5.2	Employee Matters	34
	5.3	Post-Closing Access to Information	37
	5.4	Corporate Name	38
	5.5	Insurance	38
	5.6	Further Assurances	39
	5.7	Non-Competition and Confidentiality	39
	5.8	Accounts Receivable	40

			Page

6	CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS		41
	6.1	Accuracy of Representations and Warranties	41
	6.2	Performance of Obligations	41
	6.3	No Injunction, Etc	41
	6.4	Delivery of Documents	41
	6.5	Competition Law Clearance	41
	6.6	Financing	41
	6.7	Government Consents; Licenses and Permits	41
	6.8	Third Party Consents; Assignments; Other Documents	42
7	CONDITIONS PRECEDENT TO PARENT'S AND COMPANY'S OBLIGATIONS		42
	7.1	Accuracy of Representations and Warranties	42
	7.2	Performance of Obligations	42
	7.3	No Injunction, Etc	42
	7.4	Delivery of Purchase Price and Documents	42
	7.5	Competition Law Clearance	42
	7.6	Financing	42
8	INDEMNIFICATION		43
	8.1	Indemnification by Parent	43
	8.2	Indemnification By Buyer	44
	8.3	Procedures Relating to Indemnification Among Parent and Buyer	44
	8.4	Procedures Relating to Indemnification for Third Party Claims	45
	8.5	Insurance and Tax Effect	46
	8.6	No Offset	46
	8.7	Exclusive Remedy	46
9	CLOSING		46
	9.1	Closing Date	46
	9.2	Items to be Delivered by Parent	47
	9.3	Items to be Delivered by Buyer	48
10	TERMINATION		48
	10.1	General	48
	10.2	Post-Termination Obligations; Deliverables	49
	10.3	No Liabilities in Event of Termination	49

			Page

11	MISCELLANEOUS		49
	11.1	Publicity	49
	11.2	Assignment	50
	11.3	Parties in Interest	50
	11.4	Law Governing Agreement	50
	11.5	Amendment	50
	11.6	Waiver	51
	11.7	Notice	51
	11.8	Expenses	52
	11.9	Schedules	52
	11.10	Interpretive Provisions	52
	11.11	Section Headings; Table of Contents	53
	11.12	Severability	53
	11.13	No Strict Construction	53
	11.14	Jurisdiction; Venue; Waiver of Jury Trial	53
	11.15	Bulk Transfer Laws	53
	11.16	Entire Agreement	54
	11.17	Counterparts	54
	11.18	Definitions	54

iii

SCHEDULES
Schedule 2.3(b)	-	Preliminary Closing Statement
Schedule 3.1(a)(ii)	-	Qualification To Do Business
Schedule 3.1(c)	-	Subsidiaries
Schedule 3.1(e)	-	No Violation
Schedule 3.1(f)	-	Financial Statements
Schedule 3.1(g)	-	Tax Matters
Schedule 3.1(h)	-	Absence of Certain Changes
Schedule 3.1(i)	-	No Litigation
Schedule 3.1(j)	-	Compliance with Laws and Orders
Schedule 3.1(k)(i)	-	Compliance with Licenses and Permits
Schedule 3.1(k)(ii)	-	Material Licenses and Permits
Schedule 3.1(l)	-	Absence of Undisclosed Liabilities
Schedule 3.1(m)	-	Environmental Matters
Schedule 3.1(n)	-	Title to Assets; Liens
Schedule 3.1(o)	-	Real Property
Schedule 3.1(p)	-	Material Contracts
Schedule 3.1(q)	-	Employee Matters
Schedule 3.1(r)	-	Intellectual Property Rights
Schedule 3.1(t)	-	Inventory
Schedule 3.1(u)	-	Accounts Receivable
Schedule 3.1(v)	-	Major Customers
Schedule 3.1(w)	-	Major Suppliers
Schedule 3.1(x)	-	Product Warranty and Product Liability
Schedule 3.1(y)	-	Insurance
Schedule 3.1(z)	-	Affiliates' Relationships
Schedule 4.2	-	Conduct of Business Pending the Closing
Schedule 11.10	-	Knowledge of Parent

EXHIBITS
Exhibit 5.8	-	Lock Box
Exhibit 6.8	-	Third Party Consents; Assignments; Other Documents
Exhibit 9.2(d)	-	Transition Services Agreement
Exhibit 9.2(e)	-	Services Agreement
Exhibit 11.18	-	Rialto Employees

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made and effective as of February 12, 2005 among BANTA CORPORATION , a Wisconsin corporation with its principal place of business located at 225 Main Street, Menasha, Wisconsin 54952 (“ Parent ”), BANTA HEALTHCARE GROUP, LTD. , a Wisconsin corporation with its principal place of business located at 570 Enterprise Drive, Neenah, Wisconsin 54956 (“ Company ”), and BHG ACQUISITION LLC , a Delaware limited liability company with its principal place of business located at 82 Devonshire Street, Boston, Massachusetts 02109 (“ Buyer ”).

WHEREAS, Parent owns all of the outstanding capital stock of Company;

WHEREAS, Parent and Company own all of the outstanding capital stock of Banta Hong Kong Ltd., a Hong Kong company with its principal place of business located at Room 2904, 29 ^th Floor, China Resources Building, #26 Harbour Road, Wanchai, Hong Kong (“ Subsidiary ” and, together with Company, the “ BHG Companies ”), and prior to the Closing, Parent will transfer all of its right, title and interest in and to such capital stock to Company;

WHEREAS, the BHG Companies are engaged in the research and development, design, manufacture, assembly, production, marketing, distribution and sale within the medical, dental, healthcare and selected other industries of (a) exam room table paper, drape sheets, capes, gowns, tray covers, headrest covers, bibs, towels, promotional print paper and similar disposable paper products, (b) microscope and equipment drapes, thermometer sheaths, camera and instrument covers, x-ray envelopes, bedside bags and similar specialty products, (c) blown, cast and similar polyethylene film products, (d) gauze pads, gauze sponges, dental rolls, cotton and rayon balls and similar gauze-related products, (e) aprons, gloves (non-latex), storage bags and similar sanitary products, (f) dental cups, saliva ejectors, medical shroud kits and similar products and (g) surgical gowns, orthopedic shorts and similar nonwoven apparel products (the “ Business ”);

WHEREAS , Parent acquired the stock of several predecessor entities that are now part of the BHG Companies pursuant to that certain Stock Purchase Agreement dated September 24, 1997 by and among Parent, Chemed Corporation and OCR Holding Company (the “ Chemed Agreement ”);

WHEREAS, the BHG Companies carry on the Business at facilities located at 570 Enterprise Drive, Neenah, Wisconsin 54956; 360 South Lilac Avenue, Rialto, California 92376; Room 2904, 29 ^th Floor, China Resources Building, #26 Harbour Road, Wanchai, Hong Kong; 3125 Drane Field Road, Unit 22, Lakeland, Florida 33811; and 711 Old Ballas Building, Suite 105, St. Louis, Missouri 63141;

WHEREAS, Buyer desires to purchase from Company, and Company desires to sell to Buyer, substantially all of the assets and, except as specifically excluded herein, substantially all of the liabilities of Company, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, capitalized terms used but not defined in the context of the Sections in which such terms first appear shall have the meanings ascribed thereto in Section 11.18 .

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and conditions set forth in this Agreement, and intending to be legally bound, the Parties agree as follows:

1. PURCHASE AND SALE

1.1 Purchased Assets . Subject to the satisfaction or waiver of the conditions set forth in this Agreement on the Closing Date, Company shall sell and transfer to Buyer, and Buyer shall purchase and accept from Company, all of Company’s right, title and interest in the assets, rights, properties, claims, contracts, business and goodwill of Company at the Closing Date of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including (without limitation) the following (except to the extent specifically otherwise provided in Section 1.2 , collectively, the “ Purchased Assets ”) but specifically excluding, in each case, the Excluded Assets:

(a) All real property that is owned by Company, including all leases, easements and other interests in, and improvements upon, such real property;

(b) All tangible personal property that is owned by Company, including all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property;

(d) All written and oral indentures, mortgages, deeds of trust, leases, licensing agreements, contracts, agreements, purchase orders, sales orders or other instruments of Company and all outstanding offers and solicitations made by Company to enter into any such instruments (collectively, the “ Assumed Contracts ”);

(e) All licenses, permits, approvals, authorizations and consents of Governmental Entities held by Company listed on Schedule 3.1(k)(ii) , except for those related to any Excluded Assets (collectively, the “ Business Permits ”);

(f) All Inventory that is owned by Company;

(g) All of Company’s rights in trade accounts receivable and other rights to payment from Company’s customers, including all trade accounts receivables of Company representing amounts receivable in respect of goods shipped or products sold or services rendered to Company’s customers;

(h) All of Company’s right, title and in the capital stock of Subsidiary;

(i) All books, records and other documentation that are owned by Company;

(j) All goodwill associated with the foregoing; and

(k) All claims of Company against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or noncontingent.

Notwithstanding the foregoing, prior to the Closing Date, Buyer may, upon Prior written notice to Parent, assign its rights and obligations, in whole or in part, under this Agreement to one or more of its wholly-owned Affiliates (each such entity, a “ Designated Purchaser ”) for the purpose of carrying out the transactions contemplated hereby; provided, however, that Buyer shall be and remain jointly and severally liable for all obligations of Buyer and any such Designated Purchaser under this Agreement and under all documents and instruments to be executed and delivered by Buyer or any such Designated Purchaser pursuant hereto.

1.2 Excluded Assets . Notwithstanding anything to the contrary in Section 1.1 , Company shall not sell, convey, assign, transfer or deliver to Buyer, and Buyer shall not purchase or acquire from Company (and the Purchased Assets shall not include), the following assets of Company (collectively, the “ Excluded Assets ”):

(a) Any rights in Company’s franchise to be a corporation, its charter, corporate seal, minute books, stock books and other corporate records relating to its corporate existence and capitalization;

(b) Any equity interest in Company;

(c) Any of Company’s assets that are consumed, sold or disposed of in the ordinary course of business consistent with past practice prior to the Closing Date;

(d) Any rights of Company under this Agreement or related to the transactions contemplated by this Agreement;

(e) Any cash and cash equivalents of Company at Closing (except as otherwise contemplated by Section 4.3(c) );

(f) Any intercompany receivables of Company;

(g) Any rights of Company in the real property located at 360 South Lilac, Rialto, California, including rights under that certain Lease Agreement, dated July 1, 2004, between Parent and Company, together with all improvements and fixtures on or related to such real property;

(h) Any refunds or credits with respect to any Taxes paid or incurred by Company, together with any related interest received or due from the relevant taxing authority, any prepaid Taxes of Company and any other rights to Taxes of Company;

(i) Any rights of Company in or to the use of any name, tradename, trade mark, service name or service mark incorporating the word “Banta” or any derivation thereof and any corporate symbols or logos related thereto, except to the extent expressly otherwise set forth in Section 5.4(b) ;

(j) Any insurance policies, or rights under such policies, held by or on behalf of Company, subject to Buyer’s rights under Section 5.5(b) hereof;

(k) Any rights of Company under the Chemed Agreement;

(l) Any prepaid items, claims for contribution, indemnity rights and similar claims and causes of action and other intangible rights to the extent any of the foregoing relate to the other Excluded Assets described in this Section 1.2 or to the liabilities described in Section 1.4 , and all privileges related thereto; and

(m) Any books, records and other documentation relating primarily to any of the other Excluded Assets described in this Section 1.2 or to the liabilities described in Section 1.4 (provided that Buyer shall have access to such books, records and other documentation as described in Section 5.3 ).

1.3 Assumed Liabilities . Subject to the satisfaction or waiver of the conditions set forth in this Agreement (and except to the extent specifically otherwise provided in Section 1.4 or Section 5.2 ), on the Closing Date, Buyer shall assume and agree to pay, perform and discharge, as and when due, all of the Liabilities of Company, whether arising before or after the Closing Date, to the extent the same are unpaid, undelivered or unperformed on the Closing Date (collectively, the “ Assumed Liabilities ”), including (without limitation) the following:

(a) All Liabilities arising under the Assumed Contracts;

(b) All Liabilities arising under the Business Permits;

(c) All current Liabilities, accrued Liabilities and contingent Liabilities, including all Liabilities arising in connection with any Environmental Action where any such Environmental Action or Liability (i) is related in any way to Company’s or any previous owner’s or operator’s ownership, operation or occupancy of Company or its business, any real property or the Purchased Assets, and (ii) occurred, existed, arose out of conditions or circumstances that existed, or was caused, in whole or in part on or before the Closing Date, whether or not known to Buyer; the Liabilities assumed pursuant to this Section 1.3(c) include (without limitation) Liabilities arising under any applicable Environmental Law; provided, however, that Buyer’s agreement to assume such liabilities shall not be deemed an admission of any action or omission giving rise to such liabilities;

(d) All Liabilities relating to or arising out of any employment action or practice in connection with persons previously employed, employed or seeking to be employed by Company, including Liabilities based upon breach of employment or labor contract, employment discrimination, wrongful termination, wage and hour or health and safety requirements, workers compensation, the Worker Adjustment Retraining Notification Act of 1988, as amended (to the extent provided for in Section 5.2(i) ), the Occupational Safety and Health Act of 1970, as amended, or the National Labor Relations Act, constructive termination, wrongful termination, failure to give reasonable notice or pay-in-lieu-of-notice, severance pay or termination pay; provided, however, that Buyer’s agreement to assume such liabilities shall not be deemed an admission of any action or omission giving rise to such liabilities;

(e) All Liabilities under any Benefit Plan or Employee Agreement that is specifically assumed pursuant to Section 5.2 ;

(f) All Liabilities relating to pending or threatened actions, suits, arbitrations, proceedings, disputes, claims or investigations;

(g) All Liabilities that arise on account of Buyer’s conduct of the business of Company, use of the Purchased Assets, sale of any products manufactured and/or sold by Buyer and/or delivery of services by Buyer on or after the Closing Date;

(h) All Liabilities in the nature of product liability, including any Liability for claims made for injury to person, damage to property or other damage arising from, caused by or arising out of any product designed, manufactured, assembled, installed, sold, leased or licensed, or any service rendered, prior to the Closing Date;

(i) All Liabilities for warranty obligations (express, implied or statutory) relating to any product installed, sold, leased or licensed or any services rendered or for returns of products sold prior to the Closing Date;

(j) All Liabilities of Company for any violation of or failure to comply with any Laws or Orders; and

(k) All other Liabilities arising out of or related to the conduct of the business of Company or the Purchased Assets (but specifically excluding the Excluded Liabilities).

The Parties acknowledge that the provisions of this Section 1.3 shall not affect, mitigate or limit Parent’s indemnity obligations under this Agreement or Buyer’s rights under Section 5.5(b) . For further clarity, it is expressly agreed that, with respect to Buyer’s assumption of the Assumed Liabilities, Parent and Company shall have the same obligations of notice and cooperation as an Indemnified Party under Section 8.4 hereof.

1.4 Excluded Liabilities . It is expressly understood and agreed that Assumed Liabilities shall not include the following Liabilities of Company (collectively, the "Excluded Liabilities"):

(a) Any intercompany Liabilities involving Company and an Affiliate of Company other than Subsidiary, except for those intercompany Liabilities arising from Company’s purchase or sale of goods or services in the ordinary course of its business;

(b) Any Liabilities of Company under that certain Loan Agreement, dated as of July 1, 1991, between Company and the City of Neenah, Wisconsin;

(c) Any Liabilities of Company relating to any of the Excluded Assets, including any Liabilities of Company (i) for any Taxes of Company (except as otherwise contemplated by Section 5.1(c) ), (ii) resulting from Company’s use or occupation of the Real Property located at 360 South Lilac, Rialto, California, including, without limitation, any Environmental Action or Liability including any costs, fees, fires or penalties associated with notification, investigation or remediation related thereto, or (iii) under the Chemed Agreement;

(d) Any Liabilities for any Taxes of Subsidiary (i) for any period ending on or prior to the Closing Date and (ii) for any period that begins before and ends after the Closing Date ( i.e. , a straddle period), based on a closing-of-the-books methodology;

(e) Any Liability for any outstanding and unpaid checks of the BHG Companies; and

(f) All Liabilities under any Benefit Plan or Employee Agreement, except those obligations specifically assumed by Buyer pursuant to Section 5.2 .

1.5 Nonassignable Contracts and Rights . Notwithstanding anything to the contrary in this Agreement, no Contracts, properties, rights or other assets of Company shall be deemed sold, transferred or assigned to Buyer pursuant to this Agreement if (a) the attempted sale, transfer or assignment thereof to Buyer without the consent or approval of another party or Governmental Entity would be ineffective or would constitute a breach of Contract or a violation of any Law or would in any other way materially adversely affect the rights of Company (or Buyer as transferee or assignee) and (b) such consent or approval is not obtained on or prior to the Closing Date. In such case, to the extent possible, (i) the beneficial interest in or to such Contracts, properties, rights or other assets (collectively, the “ Beneficial Rights ”) shall in any event pass as of the Closing Date to Buyer under this Agreement; and (ii) pending such consent or approval, Buyer shall assume or discharge the Liabilities of Company under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Company, and Company shall act as Buyer’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Notwithstanding the foregoing, before and after the Closing, Buyer and Company shall use their respective best efforts (and bear their respective costs of such efforts), without any requirement of Company to pay any significant sum of money beyond customarily reasonable amounts in connection with the transfer of permits, contracts or other material agreements of the BHG Companies, to assume any material liability from or commence any litigation against any person or entity, to obtain and secure any and all consents and approvals that may be necessary to effect the legal and valid sale, transfer or assignment of the Contracts, properties, rights or other assets underlying the Beneficial Rights, including their formal assignment or novation, if advisable. Buyer and Company shall make or complete such transfers as soon as reasonably possible and cooperate with each other in any other reasonable arrangement designed to provide for Buyer the Beneficial Rights and to provide for the discharge of any Liability arising under such Contracts, properties, rights or other assets, to the extent such Liability constitutes an Assumed Liability.

2. PURCHASE PRICE; PAYMENT

2.1 Purchase Price . The purchase price payable for the Purchased Assets (the “ Purchase Price ”) shall be (a) the assumption of the Assumed Liabilities as described in Section 1.3 and (b) cash consideration equal to Sixty Seven Million Dollars (U.S. $67,000,000), minus the amount, if any, by which the Net Working Capital as reflected on the Final Closing Statement is less than Eleven Million Two Hundred Fifty Thousand Dollars (U.S. $11,250,000) (the “Working Capital Target ”) or plus the amount, if any, by which the Net Working Capital as reflected on the Final Closing Statement exceeds the Working Capital Target.

2.2 Payment . The Purchase Price shall be paid as follows:

(a) Assumption of Liabilities . At the Closing, Buyer shall deliver to Company such documents as Company reasonably requests to evidence assumption by Buyer of the Assumed Liabilities.

(b) Cash Payment to Parent . At the Closing, Buyer shall deliver to Company an amount equal to Sixty Seven Million Dollars (U.S. $67,000,000), minus the amount, if any, by which the Net Working Capital as reflected on the Estimated Closing Statement is less than the Working Capital Target or plus the amount, if any, by which the Net Working Capital as reflected on the Estimated Closing Statement exceeds the Working Capital Target.

(c) Payment of Adjustment Amount . Within five (5) Business Days after the final determination of the Final Closing Statement pursuant to Section 2.3 , either (i) Company or Parent shall pay to Buyer the amount, if any, by which the Net Working Capital as reflected on the Final Closing Statement is less than the Net Working Capital as reflected on the Estimated Closing Statement, together with interest on the amount being paid from the Closing Date to the date of the payment at a rate per annum equal to the U.S. prime interest rate of lending as set forth in The Wall Street Journal as of the Closing Date, or (ii) Buyer shall pay to Company or Parent the amount, if any, by which the Net Working Capital as reflected on the Final Closing Statement exceeds the Net Working Capital as reflected on the Estimated Closing Statement, together with interest on the amount being paid from the Closing Date to the date of the payment at a rate per annum equal to the U.S. prime interest rate of lending as set forth in The Wall Street Journal as of the Closing Date. Any Party may, in its discretion, make a payment pursuant to this Section 2.2(c) prior to the final determination of the Final Closing Statement for the purpose of reducing the interest that it may be obligated to pay hereunder.

(d) Method of Payment . All payments under this Section 2.2 shall be made by wire transfer of immediately available funds free of costs and charges to an account that the recipient, at least forty-eight (48) hours prior to the time for payment specified hereunder, has designated.

2.3 Determination of Net Working Capital .

(a) Estimated Closing Statement . For purposes of determining the Purchase Price payable by Buyer at the Closing, not less than ten (10) Business Days prior to the Closing Date, Parent shall prepare, or cause to be prepared, and deliver to Buyer an unaudited statement of the Adjusted Current Assets and Adjusted Current Liabilities as of the close of business on the Closing Date, which shall represent Parent’s reasonable estimate of the Final Closing Statement. If Buyer objects to any of the information set forth on such unaudited statement as presented by Parent, then Buyer and Parent shall negotiate in good faith and agree upon appropriate adjustments such that such unaudited statement reflects a reasonable estimate of the Final Closing Statement and the Net Working Capital to be reflected on the Final Closing Statement, but in the absence of such agreement, such unaudited statement shall be prepared based on the most recent unaudited month-end balance sheet of the BHG Companies (the estimated balance sheet as agreed to by the Parties pursuant to this Section 2.3(a) , or in the absence of such agreement, an unaudited statement based on the most recent unaudited month-end balance sheet of the BHG Companies, is referred to as the “ Estimated Closing Statement ”). In connection with the determination of the Estimated Closing Statement, Parent shall provide to Buyer such information and detail as Buyer reasonably requests.

(b) Preliminary Closing Statement . Within ninety (90) calendar days after the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Parent an unaudited statement of the Adjusted Current Assets and Adjusted Current Liabilities as of the close of business on the Closing Date (the “ Preliminary Closing Statement ”), which shall set forth the Net Working Capital as of the Closing Date and shall be prepared as set forth on Schedule 2.3(b) .

(c) Objection to Preliminary Closing Statement . Within thirty (30) calendar days after the Preliminary Closing Statement is delivered to Parent pursuant to Section 2.3(b) , Parent shall complete its review of the Net Working Capital derived from the Preliminary Closing Statement. If Parent determines that the Preliminary Closing Statement has not been prepared in accordance with Section 2.3(b) , then Parent shall inform Buyer on or prior to the last day of such thirty (30) calendar day period by delivering a written notice to Buyer (a “Closing Statement Objection ”) setting forth a specific description of the basis of the Closing Statement Objection and the adjustments to Net Working Capital that Parent believes should be made. If no Closing Statement Objection is delivered to Buyer within such thirty (30) calendar day period, then Parent shall be deemed to have accepted the Preliminary Closing Statement.

(d) Response to Closing Statement Objection . If a Closing Statement Objection is delivered to Buyer pursuant to Section 2.3(c) , then Buyer shall have thirty (30) calendar days to review and respond to the Closing Statement Objection by delivering written notice to Parent specifying the scope of its disagreement with the information contained in it. If no such written notice is delivered to Parent within such thirty (30) calendar day period, then Buyer shall be deemed to have accepted the Closing Statement Objection.

(e) Dispute Resolution Following Closing Statement Objection .

(i) Negotiation . If Buyer delivers a written notice to Parent in response to a Closing Statement Objection pursuant to Section 2.3(d) , then Parent and Buyer shall promptly meet and attempt in good faith to resolve any dispute or disagreement relating to the Preliminary Closing Statement and the calculation of Net Working Capital as of the Closing Date (the “ Balance Sheet Dispute ”).

(ii) Resolution by CPA Firm . If Parent and Buyer are unable to resolve the Balance Sheet Dispute within sixty (60) calendar days after the delivery of a Closing Statement Objection to Buyer, then at any time thereafter Parent or Buyer may elect to have the Balance Sheet Dispute resolved by Deloitte & Touche, or another nationally recognized firm of independent public accountants as to which Parent and Buyer mutually agree (the “ CPA Firm ”), who shall, acting as experts and not as arbitrators, determine on the basis of the standards set forth in Section 2.3(b) , and only with respect to the remaining accounting-related differences so submitted to the CPA Firm (and not by independent review), whether and to what extent, if any, the Net Working Capital as derived from the Preliminary Closing Statement requires adjustment. In connection with the engagement of the CPA Firm, each Party shall execute reasonable engagement letters in the reasonable discretion of the respective parties and supply such other documents and information as the CPA Firm reasonably requires. Without limitation, each Party may submit such data and information to the CPA Firm as such Party deems appropriate. The CPA Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) calendar days after submission of the Balance Sheet Dispute to it and, in any case, as soon as practicable after such submission. In resolving the Balance Sheet Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.3(b) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any Party, or less than the smallest value for such item claimed by any Party, as presented to the CPA Firm pursuant hereto.

(iii) Payment of Fees of CPA Firm . If the Net Working Capital as reflected on the Final Closing Statement is closer in amount to the Net Working Capital as reflected in the Closing Statement Objection than to the Net Working Capital as reflected on the Preliminary Closing Statement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.3(e)(ii) . If the Net Working Capital as reflected on the Final Closing Statement is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Statement than to the Net Working Capital as reflected in the Closing Statement Objection, then Parent shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.3(e)(ii) .

(f) Cooperation . Each Party agrees that, from and after the Closing Date, it will not take any actions with respect to the accounting books, records, policies and procedures of Buyer or any BHG Company that would obstruct or prevent the preparation, review or evaluation of the Preliminary Closing Statement. Each Party shall cooperate, and shall cause its Affiliates and designees to cooperate, with the other in the preparation, review and evaluation of the Preliminary Closing Statement, including the provision on a timely basis of all information reasonably necessary or useful in connection with the preparation, review and evaluation of the Preliminary Closing Statement. Parent and its accountants shall have reasonable access to all information used by Buyer in preparing the Preliminary Closing Statement, including the work papers of its accountants.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Parent . To induce Buyer to enter into this Agreement, and acknowledging that Buyer has relied upon the representations and warranties contained herein, Parent and Company make the following representations and warranties to Buyer, each of which is true and correct on the date hereof, shall be unaffected by any investigation heretofore or hereafter made by Buyer, or any knowledge of Buyer other than as may be disclosed in the Schedules delivered to Buyer at the time of the execution of this Agreement, which Schedules may be updated by Parent and Company at any time prior to closing in accordance with Section 11.9 hereof.

(a) Due Organization and Power .

(i) Parent . Parent is a corporation duly organized and validly existing under the laws of the State of Wisconsin. Parent has all requisite corporate power to enter into this Agreement and the other documents and instruments to be executed and delivered by Parent pursuant hereto and to carry out the transactions contemplated hereby and thereby.

(ii) BHG Companies . Each BHG Company is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Each BHG Company has all requisite corporate power and authority to own, operate and lease its properties and to carry on the Business as and where such is currently conducted. Each BHG Company is duly qualified or licensed to do business as a foreign corporation in each jurisdiction wherein the character of the properties owned by it, or the nature of the Business, makes such licensing or qualification necessary, except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect. The jurisdictions in which the BHG Companies are qualified to do business are listed in Schedule 3.1(a)(ii) .

(b) Authority . The execution and delivery by Parent and Company of this Agreement and the other documents and instruments to be executed and delivered by Parent or Company pursuant hereto and the consummation by Parent and Company of the transactions contemplated hereby and thereby have been duly authorized by, in the case of Parent, the Board of Directors of Parent and, in the case of Company, the Board of Directors and sole shareholder of Company. No other corporate act or proceeding on the part of Parent, Company or their respective shareholders is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Parent or Company pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Parent or Company pursuant hereto will constitute, valid and binding agreements of Parent or Company, as the case may be, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles.

(c) Subsidiaries . Schedule 3.1(c) sets forth the capitalization and ownership of Subsidiary. Except as set forth in Schedule 3.1(c) , Company does not own, directly or indirectly, any capital stock or other securities of any corporation or have any direct or indirect equity or other ownership interest in any other entity. All of the outstanding shares of capital stock of Subsidiary (collectively, the “ Subsidiary Shares”) owned by Parent and Company are validly issued. There are no (i) securities convertible into or exchangeable for capital stock or other equity securities of Subsidiary; (ii) options, warrants or other rights to purchase or subscribe to capital stock or other equity securities of Subsidiary or securities that are convertible into or exchangeable for capital stock or other equity securities of Subsidiary; or (iii) contracts, commitments or agreements relating to the issuance, sale, transfer or voting of any capital stock or other equity securities of Subsidiary, any such convertible or exchangeable securities or any such options, warrants or other rights.

(d) [Intentionally Omitted]

(e) No Violation . Except as set forth in Schedule 3.1(e) , neither the execution and delivery by Parent or Company of this Agreement or the other documents and instruments to be executed and delivered by Parent or Company pursuant hereto nor the consummation by Parent or Company of the transactions contemplated hereby and thereby (i) will violate any Law or Order applicable to Parent or either BHG Company, except for such violations, the occurrence of which would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on Parent’s or Company’s ability to perform its obligations hereunder or any of the other transactions contemplated hereby, (ii) will require any authorization, consent or approval by, filing with or notice to any Governmental Entity, except for (A) the requirements of any Competition Law applicable to the transactions contemplated hereby, (B) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on Parent’s or Company’s ability to perform its obligations hereunder or any of the other transactions contemplated hereby and (C) such authorizations, consents, approvals, filings or notice requirements that become applicable solely as a result of the specific regulatory status of Buyer or any of its Affiliates, or (iii) subject to obtaining the consents referred to in Schedule 3.1(e) , will violate or conflict with, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Liens (other than Permitted Liens) upon any of the Purchased Assets or Subsidiary Shares under (A) any term or provision of the corporate charter, bylaws or similar organizational documents of Parent or either BHG Company, (B) any of the express terms of any Contract to which Parent or Subsidiary is a party or by which Parent or Subsidiary or any of their respective assets or properties are bound or affected or (C) any of the express terms of any Material Contract to which any BHG Company is a party or by which any BHG Company or any of its assets or properties are bound or affected, except (in each of the cases described in subclauses (A) , (B) and (C) of this clause (iii)), for such violations, conflicts, defaults, terminations, accelerations or Liens that would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on Parent’s or Company’s ability to perform its obligations hereunder or any of the other transactions contemplated hereby. Parent, Company and Buyer agree that no event, occurrence or circumstance that would constitute a breach of a representation or warranty contained in Section 3.2(c) will, on its own, be a basis for a breach of a representation or warranty contained in this Section 3.1(e) .

(f) Financial Statements . Schedule 3.1(f) contains (i) an unaudited balance sheet of the BHG Companies as of January 1, 2005 (the “ Recent Balance Sheet ”) and an unaudited statement of income and cash flows for the fiscal year then ended and (ii) unaudited balance sheets of the BHG Companies as of January 3, 2004 and December 28, 2002 and unaudited statements of income and cash flows of the BHG Companies for the fiscal years then ended (collectively, the “ Financial Statements ”). Except as set forth in Schedule 3.1(f) , the Financial Statements were prepared in accordance with GAAP, as in effect on the date of such Financial Statements and applied on a consistent basis in such Financial Statements (except for the absence of footnote disclosure), and such Financial Statements fairly present, in all material respects, the financial position and results of operations of the BHG Companies as of their respective dates and for the respective periods covered thereby after giving effect to certain estimated allocations and charges for services described in Schedule 3.1(f) .

(g) Tax Matters .

(i) Tax Returns Filed . Except as set forth on Schedule 3.1(g) and except for matters that will not result in any Tax liability or Loss to any BHG Company, all Tax Returns required to be filed by or on behalf of each of the BHG Companies on or prior to the date of this Agreement have been timely filed and, when filed, were complete and accurate, except for any failures to file Tax Returns or any inaccuracies in filed Tax Returns that would not, individually or in the aggregate, have a Material Adverse Effect. All Taxes due and owing by each of the BHG Companies as of the date of the Recent Balance Sheet have been paid or adequately accrued by the BHG Companies, except for any failures to pay or adequately accrue such Taxes that would not, individually or in the aggregate, have a Material Adverse Effect. True and complete copies of all income Tax Returns (or relevant portions of consolidated, combined or unitary income tax returns) (and any examination reports and/or statements of deficiency related thereto) filed by each of the BHG Companies for each of the five (5) most recent fiscal years have been made available to Buyer. Each of the BHG Companies has withheld all Taxes and remitted all Taxes withheld which it is required to withhold and remit, except for any such failures to comply that would not, individually or in the aggregate, have a Material Adverse Effect.

(ii) Audits . Except as set forth in Schedule 3.1(g) or applicable to any BHG Company solely by reason of it being a member of a consolidated (combined) income (or franchise) Tax Return, as of the date of this Agreement, (A) there is no audit examination, deficiency or proposed adjustment pending or, to the knowledge of Parent, threatened with respect to any Taxes due and owing relating to any BHG Company, and (B) there are no outstanding Contracts or waivers extending the statutory period of limitations for a Tax assessment applicable to any Tax Returns relating to an BHG Company with respect to a taxable period for which such statute of limitations is still open.

(iii) Consolidated Group . Schedule 3.1(g) lists, for each of the BHG Companies, every year such BHG Company was a member of an affiliated group of corporations that filed a consolidated federal Tax Return or a combined or unitary state income Tax Return on which the statute of limitations does not bar a federal or state Tax assessment. No affiliated group of corporations of which either of the BHG Companies has been a member has discontinued filing consolidated federal income Tax Returns during the past five (5) years.

(iv) Other . Except as set forth in Schedule 3.1(g) , neither of the BHG Companies has (A) applied for any Tax ruling, (B) entered into a closing agreement with any taxing authority, (C) made any payments, or been a party to an agreement (including this Agreement) that under any circumstances could obligate it to make payments, that will not be deductible because of Section 280G or 162(m) of the Code, or (D) been a party to any Tax allocation or Tax sharing agreement. Company is a “United States Person” within the meaning of Section 1445 of the Code. None of the BHG Companies was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

(v) No Claim for Other Taxes . Since January 1, 2001, no written claim has been received by Parent or either BHG Company from any Governmental Entity asserting that an BHG Company is or may be subject to a particular Tax in a state, territory, or jurisdiction where such BHG Company does not already file Tax Returns for that particular Tax.

(h) Absence of Certain Changes . Except as set forth in Schedule 3.1(h) , since the date of the Recent Balance Sheet, there has not been (i) any material adverse change in the financial condition, assets, liabilities or results of operations of Company and Subsidiary taken as a whole, other than changes arising solely from acts or omissions by Parent or any BHG Company with the written consent, or pursuant to the written request, of Buyer (collectively, “ Transaction Changes ”); (ii) any material increase in the compensation, salaries or wages payable or to become payable to any Transferred Employee, except in the ordinary course of business or as required under employment agreements in effect as of the date of the Recent Balance Sheet; (iii) any entry by Company or Subsidiary into any employment, severance or termination Contract with any Transferred Employee, or any amendment thereto; (iv) any sale, lease or other transfer or disposition of any material properties or assets of Company or Subsidiary, except for the sale of Inventory items in the ordinary course of business; or (v) any indebtedness for borrowed money incurred or guaranteed by Company or Subsidiary other than intercompany borrowings from Parent or an Affiliate of Parent.

(i) No Litigation . Except as set forth in Schedule 3.1(i) , as of the date of this Agreement, there is no action, suit, arbitration, proceeding or investigation pending or, to the knowledge of Parent, threatened against Company or Subsidiary, and there is no outstanding Order against or adversely affecting Company or Subsidiary.

(j) Compliance With Laws and Orders . Except as set forth in Schedule 3.1(j) neither Company nor Subsidiary is conducting the Business in violation of any Laws or Orders applicable to Company or Subsidiary, as the case may be, except for violations that would not, individually or in the aggregate, have a Material Adverse Effect.

(k) Licenses and Permits . Except as set forth in Schedule 3.1(k)(i) , Company and Subsidiary have all licenses, permits, approvals, authorizations and consents of all Governmental Entities required for the conduct of the Business as currently conducted by Company and Subsidiary, as the case may be, and the operation of the facilities located at the Real Property owned or leased by Company and Subsidiary as currently operated by Company and Subsidiary, as the case may be, except for failures to have such licenses, permits, approvals, authorizations or consents that would not, individually or in the aggregate, have a Material Adverse Effect. All of such licenses and permits are listed on Schedule 3.1(k)(ii) . Company and Subsidiary are in compliance with all such permits and licenses, approvals, authorizations and consents, except for such instances of noncompliance as would not, individually or in the aggregate, have a Material Adverse Effect.

(l) Absence of Undisclosed Liabilities . Except set forth in Schedule 3.1(f) or Schedule 3.1(l) , all liabilities, commitments and obligations (secured or unsecured and whether accrued, absolute, contingent, direct, indirect or otherwise) of Company that GAAP requires to be set forth on the face of the Recent Balance Sheet are set forth on the face of the Recent Balance Sheet. Company does not have any other liability, commitment or obligation that will result, individually or in the aggregate, in a Material Adverse Effect.

(m) Environmental Matters . Except as set forth in Schedule 3.1(m) :

(i) Except in compliance with Environmental Laws, and except for contamination that is emanating solely from an off-site source and for which the Company or Subsidiary could have no liability under any Environmental Law, no Hazardous Materials are present on or under any Real Property, or were present on or under any other real property at the time it ceased to be owned, operated or leased by Company, Subsidiary or any predecessor or former subsidiary of Company or Subsidiary for which Company or Subsidiary could have liability under any Environmental Law, in concentrations that exceed the least stringent applicable industrial or use-restricted cleanup levels where such use restrictions have been lawfully adopted.

(ii) Parent has no knowledge of Company, Subsidiary or any Person for whose conduct they are or may be held responsible, having permitted or conducted, except in compliance with Environmental Laws, the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, disposal or use of Hazardous Materials at the Real Property, at real property in which Company or Subsidiary has or had an interest, or in connection with operation of the Business.

(iii) During the time that Parent, Company, Subsidiary or any predecessor or former subsidiary of Company or Subsidiary could have liability under any Environmental Law has owned, operated or leased any Real Property, no Hazardous Materials have been transported from the Real Property to any site or facility now listed or proposed for listing on the National Priorities List, 40 C.F.R. Part 300, or on any list with a similar scope or purpose published by any state authority, and no such listing has been proposed in the Federal Register or a comparable state publication.

(iv) There is no outstanding litigation, proceeding or administrative action and, since January 1, 1998, there has been no litigation, proceeding or administrative action brought or, to Parent’s knowledge, threatened against Parent, Company or Subsidiary, by any party or parties alleging the Disposal, Release or Threat of Release of any Hazardous Materials on, from or under any Real Property, or alleging a violation of any Environmental Law. To Parent’s knowledge (A) there is no outstanding litigation, proceeding or administrative action and (B) since January 1, 1998, there has been no litigation, proceeding or administrative action brought or threatened against any predecessor or former subsidiary of Company or Subsidiary for which Company or Subsidiary could have liability under any Environmental Law, by any party or parties alleging the Disposal, Release or Threat of Release of any Hazardous Materials on, from or under any Real Property, or alleging a violation of any Environmental Law.

(v) Parent has no knowledge of any Disposals, Releases or Threatened Releases of Hazardous Materials on, from or under the Real Property that have occurred prior to Parent, Company, Subsidiary or any predecessor or former subsidiary of Company or Subsidiary having taken possession of any of such Real Property, for which Company or Subsidiary could have liability under any Environmental Law.

(vi) Parent has delivered to Buyer true and complete copies and results of all reports, studies, analyses, tests, or monitoring information (the “ Information ”) pertaining to Hazardous Materials in, on, or under the Real Property and, in each case, relating to potential compliance with, or liability or standards arising under, any Environmental Laws where the Information was prepared or initiated and received within the twelve (12) month period preceding the date of this Agreement by (a) Parent, Company or Subsidiary or (b) any predecessor or former subsidiary of Company or Subsidiary to the extent that Parent has knowledge of, and access to, the Information.

(vii) The operations of Company and Subsidiary in, on or at the Real Property comply with all applicable Environmental Laws, and all permits, licenses, registrations and other authorizations required to be obtained by Company and Subsidiary under applicable Environmental Laws to operate the Real Property as it is currently operated have been so obtained, except for any failures to comply with such Environmental Laws or with such permits, licenses, registrations or authorizations that would not, individually or in the aggregate, have a Material Adverse Effect.

(viii) None of Parent, Company or Subsidiary is engaged in any legal proceeding with respect to alleged violations of, or noncompliance with, any Environmental Law by Company or Subsidiary requiring disclosure under 17 C.F.R. Section 229.103. None of Parent, Company or Subsidiary has engaged in any legal proceeding with respect to alleged violations of, or noncompliance with, any Environmental Law by Company or Subsidiary requiring disclosure under 17 C.F.R. Section 229.103 within the eighteen (18) month period preceding the date of this Agreement.

(ix) None of Parent, Company or Subsidiary has received notice from any Governmental Entity which is still outstanding or yet to be resolved and which provides that any Real Property, or any other real property at the time it ceased to be owned, operated or leased by Company or Subsidiary is or was in violation or allegedly in violation of, out of compliance with or allegedly out of compliance with any applicable Environmental Law, or that Company or Subsidiary is or was liable, or allegedly or potentially liable under any Environmental Law.

(n) Title to Assets; Liens . Except as set forth in Schedule 3.1(n) , (i) Company or Subsidiary owns (with record and marketable fee simple title in the case of the Real Property) or leases all of the properties and assets reflected in the Recent Balance Sheet (including the Purchased Assets) (except for properties and assets sold since the date of the Recent Balance Sheet in the ordinary course of business), and (ii) such properties and assets owned by Company or Subsidiary are held free and clear of any Liens other than Permitted Liens. Except as set forth in Schedule 3.1(n) , the properties and assets owned or leased by Company or Subsidiary (including the Purchased Assets) comprise all of the material assets and rights of Company and Subsidiary, tangible and intangible (including Intellectual Property Rights), that are used by Company or Subsidiary in the conduct of the Business as conducted by Company or Subsidiary, as the case may be, on the date of this Agreement. Such material assets and rights are sufficient for the conduct of the Business as conducted by Company and Subsidiary on the date of this Agreement. Except as set forth in Schedule 3.1(n) , all tangible assets (real and personal) owned by Company are in good operating condition and repair except for such defects which resulted from normal wear and tear in the ordinary course.

(o) Real Property .

(i) Schedule 3.1(o) sets forth a list of all real property owned, used or occupied by each of the BHG Companies (the “ Real Property ”). Except as set forth in Schedule 3.1(o) , there are no encumbrances, easements or rights of way, zoning classifications, or restrictions, limitations or other matters of record that would materially and adversely affect the use of any leased Real Property by the BHG Company which is the tenant with respect to such leased Real Property. There are now in full force and effect required duly issued certificates of occupancy permitting the Real Property and improvements located thereon to be legally used and occupied as the same are now constituted. Except as set forth in Schedule 3.1(o) , all of the owned Real Property has permanent rights of access to dedicated public highways. To the knowledge of Parent, no fact or condition exists which would prohibit or materially adversely affect the ordinary rights of access to and from the owned Real Property from and to the existing highways and roads and there is no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and egress. Except as set forth in Schedule 3.1(o) , to the knowledge of Parent, there is not (i) any claim of adverse possession or prescriptive rights involving any of the owned Real Property, (ii) any structure located on any owned Real Property which encroaches on or over the boundaries of neighboring or adjacent properties, (iii) any structure of any other party which encroaches on or over the boundaries of any of such owned Real Property, or (iv) any other matter adversely affecting the owned Real Property that would be disclosed by an accurate ALTA survey of such owned Real Property, except with respect to this clause (iv) for any such matters that will not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3.1(o) , none of the Real Property is located in a flood plain, flood hazard area, wetland or lakeshore erosion area within the meaning of any Law, regulation or ordinance. To the knowledge of Parent, no public improvements have been commenced and none are planned which may result in special assessments against or otherwise materially adversely affect any Real Property. Except as set forth in Schedule 3.1(o) , Parent has not received any notice of and does not have any knowledge of any (i) planned or proposed increase in assessed valuations of any Real Property other than any such planned or proposed increases arising in the ordinary course of business consistent with past practices, (ii) Order requiring repair, alteration, or correction of any existing condition affecting any Real Property or the systems or improvements thereat, (iii) underground storage tanks, or any structural, mechanical, or other defects of material significance affecting any Real Property or the systems or improvements thereat (including, but not limited to, inadequacy for normal use of mechanical systems or disposal or water systems at or serving the Real Property), or (iv) work that has been done or labor or materials that has or have been furnished to any Real Property during the period of six (6) months immediately preceding the date of this Agreement for which Liens have been or are reasonably likely to be filed against any of the Real Property. Except as set forth in Schedule 3.1(o) , Parent has no knowledge of any violations of building, health, traffic, sewer/septic, flood control, fire safety, handicap ordinances or other applicable Laws (but excluding zoning Laws) with respect to the Real Property. Except as set forth in Schedule 3.1(o) , each parcel of Real Property owned by the BHG Companies is in compliance with all aspects of applicable zoning requirements, including without limitation, the following: (i) usage; (ii) dimensional requirements; (iii) parking; (iv) loading; (v) signage; (vi) flood plain district; (vii) site plan approval; (viii) subdivision control; (ix) variances; (x) special permits; and (xi) overlay districts.

(ii) Brokerage Agreements . There are no brokerage agreements or tenant representation agreements affecting the Real Property which could give rise to any liability on behalf of the BHG Companies.

(iii) Condition of Other Improvements . Parent knows of no material latent or other defects in the buildings located on the Real Property owned by the BHG Companies, including but not limited to, defects regarding the roofs, electrical, plumbing, drainage, septic/sewerage and HVAC systems and other mechanical systems at or servicing such Real Property.

(iv) Unrecorded or Equitable Interests . Except as set forth in Schedule 3.1(o) , Parent has no knowledge of any unrecorded or undisclosed legal or equitable interest in the Real Property owned by the BHG Companies.

(v) Utility Services . All Utility Services are of sufficient capacity for the unimpeded operation of the Real Property at full capacity. Except as set forth in Schedule 3.1(o) , to Parent’s knowledge (without any obligation to undertake or complete any due inquiry), such Utility Services are obtained via connections directly in the public ways abutting the Real Property without the need for any easements, rights of way or licenses from any third party. As used herein, the term “ Utility Services ” means all water, sewer, storm sewer or other stormwater discharge, telephone and other telecommunications, gas, fuel, oil, cable and other utility services for the Real Property.

(vi) Municipal Sewer . Except as set forth in Schedule 3.1(o) , all sewage at the Real Property owned by the BHG Companies is disposed of via the municipal sewer system, and there is no septic tank in operation at the Real Property.

(vii) Parties in Possession . Except as set forth in Schedule 3.1(o) , there are no parties (other than Company or Subsidiary) in possession of the Real Property owned by the BHG Companies.

(p) Material Contracts . Schedule 3.1(p) sets forth a list, as of the date of this Agreement, of each of the following types of Contracts to which Company or Subsidiary is a party (each, a “ Material Contract ”):

(i) Any Contract involving the future performance of services or the future delivery of goods by Company or Subsidiary of an amount in excess of Seventy-Five Thousand Dollars (U.S. $75,000) or its foreign currency equivalent as of the date of this Agreement;

(ii) Any Contract involving future annual expenditures of Company or Subsidiary in excess of Seventy-Five Thousand Dollars (U.S. $75,000) or its foreign currency equivalent as of the date of this Agreement;

(iii) Any collective bargaining Contract or other Contract to or with any labor union or other employee representative of a group of employees;

(iv) Any employment Contract with any Transferred Employee or Former Employee involving future liability for payment of wages or salaries which may be outstanding on the date of this Agreement;

(v) Any joint venture or partnership Contract;

(vi) Any Contract containing covenants that materially restrict the future business activity of Company or Subsidiary;

(vii) Any Contract relating to the borrowing of money in excess of Seventy-Five Thousand Dollars (U.S. $75,000) or its foreign currency equivalent as of the date of this Agreement;

(viii) Any real or personal property lease Contract involving future liability for rental payments in excess of Seventy-Five Thousand Dollars (U.S. $75,000) or its foreign currency equivalent as of the date of this Agreement;

(ix) all sales, agency or distributorship contracts involving future expenditures of Company or Subsidiary in excess of Seventy-Five Thousand Dollars (U.S. $75,000) or its foreign currency equivalent as of the date of this Agreement;

(x) all Contracts or purchase orders providing for the manufacture, processing, packaging, storage or distribution of Products or the performance of manufacturing, processing, packaging, storage or distribution services by or for Company or Subsidiary that, in each case, involve future expenditures of Company or Subsidiary in excess of Seventy-Five Thousand Dollars (U.S. $75,000) or its foreign currency equivalent as of the date of this Agreement;

(xi) all Contracts providing for the services of consultants or independent contractors, including, but not limited to, Contracts relating to design, development, advertising or promotion, that, in each case, involve future expenditures of Company or Subsidiary in excess of Seventy-Five Thousand Dollars (U.S. $75,000) or its foreign currency equivalent as of the date of this Agreement;

(xii) Any Contract involving the licensing by Company or Subsidiary of Intellectual Property Rights to any person or entity and any Contract involving the licensing by any person or entity of Intellectual Property Rights to Company or Subsidiary, except for “shrink-wrap” licenses and similar licenses associated with computer software;

(xiii) all Contracts relating to the lease of personal property located at the Real Property involving future annual expenditures of Company or Subsidiary in excess of Ten Thousand Dollars ($10,000) or its foreign currency equivalent as of the date of this Agreement;

(xiv) all Contracts for leases, subleases, rental agreements, contracts of sale tenancies or licenses of real property; and

(xv) all other Contracts that both (A) are not cancelable by Company or Subsidiary on notice of sixty (60) calendar days or less without liability and (B) are otherwise material to the business of Company and Subsidiary, taken as a whole.

Except as set forth in Schedule 3.1(p) , each Material Contract is in full force and effect and is valid and enforceable against Company or Subsidiary, as the case may be, and, to the knowledge of Parent, the other party or parties thereto in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles. Except as set forth in Schedule 3.1(p) , each of Company and Subsidiary is in compliance in all material respects with all terms and requirements of each Material Contract and no material breach or default by Company or Subsidiary of any provision thereof, nor any condition or event that, with notice of lapse of time or both, would constitute such a breach or default, has occurred. Furthermore, except as set forth in Schedule 3.1(p) , to Parent’s knowledge, no material breach or default by any other party to any such Material Contract of any provision thereof, nor any condition or event that, with notice or lapse of time or both, would constitute such a breach or default, has occurred. Except as set forth in Schedule 3.1(p) , none of Parent, Company or Subsidiary has received any notice of any materially adverse modification, termination, cancellation or nonrenewal (but excluding expiration in accordance with its terms) of any such Material Contract and knows of no intent to effect the same. Except as set forth in Schedule 3.1(p) , to Parent’s knowledge, there is no current dispute with any party under any such Material Contract that, if decided in a manner adverse to Company, would have a Material Adverse Effect. Parent, Company or Subsidiary have delivered to Buyer true, correct and complete copies of each written Material Contract.

(q) Employee Matters .

(i) Schedule 3.1(q) contains a true and complete list of (A) each plan, program, policy, payroll practice, contract, agreement or other arrangement, or commitment therefor, providing for compensation, severance, termination pay, performance awards, share or share-related awards, fringe benefits or other employee benefits of any kind, whether formal or informal, funded or unfunded, written or oral, and whether or not legally binding, which is now sponsored, maintained, contributed to or required to be contributed to by Company, including but not limited to, any “employee benefit plan” within the meaning of ERISA Section 3(3), but excluding any de minimis fringe benefits (each, a “Benefit Plan ”); and (B) each management, employment, bonus, option, equity (or equity related), severance, consulting, non-compete, confidentiality or similar agreement or contract (each, an “Employee Agreement ”), pursuant to which Parent or any BHG Company has any liability, contingent or otherwise, between Parent or any BHG Company and any current, former or retired employee, officer, consultant, independent contractor, agent or director of any BHG Company.

(ii) Parent or Company has provided to Buyer current, accurate and complete copies of all documents embodying or relating to each Benefit Plan (including written summaries of any unwritten Benefit Plan or similar arrangement) and each Employee Agreement, including all amendments thereto.

(iii) With respect to each Benefit Plan, to the knowledge of Parent:

(A) each of Parent, each BHG Company and each ERISA Affiliate has performed all material obligations required to be performed by it under each Benefit Plan and Employee Agreement, and neither Parent, any BHG Company nor any ERISA Affiliate is in default under or in violation of any Benefit Plan;

(B) each Benefit Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, including the timely filing of all required reports, documents and notices, where applicable, with the IRS, Pension Benefit Guaranty Corporation (the “ PBGC ”) and the U.S. Department of Labor (the “ DOL ”);

(C) each Benefit Plan intended to qualify under Code Section 401(a) is, and since its inception has been, so qualified and a determination letter has been issued by the IRS to the effect that each such Benefit Plan is so qualified and that each trust forming a part of any such Benefit Plan is exempt from tax pursuant to Code Section 501(a) and no circumstances have occurred or currently exist which would adversely affect this qualification or exemption;

(D) no action or failure to act and no transaction or holding of any asset by, or with respect to, any Benefit Plan has or may subject Parent, any BHG Company or any ERISA Affiliate or any fiduciary of any Benefit Plan to any tax, penalty or other liability, whether by way of indemnity or otherwise;

(E) there are no actions, proceedings, arbitrations, suits or claims pending or threatened or anticipated (other than routine claims for benefits) against Parent or any BHG Company or any ERISA Affiliate or any administrator, trustee or other fiduciary of any Benefit Plan with respect to any Benefit Plan or Employee Agreement, or against any Benefit Plan or against the assets of any Benefit Plan;

(F) no Benefit Plan is under audit or investigation by the IRS, DOL or PBGC and no such audit or investigation is pending or threatened or anticipated;

(G) except as disclosed in Schedule 3.1(q) , the execution, delivery and performance of this Agreement and the transactions contemplated herein shall not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Benefit Plan or Employee Agreement that shall or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligations to fund benefits with respect to any employee;

(H) Parent is in full compliance with, and has provided all notices required under, and has made all payments to any former employees of the BHG Companies required by federal, state, local or foreign Law (including the Worker Adjustment Retraining Notification Act of 1988, as amended) relating to any plant closings of the BHG Companies or their Affiliates prior to the date hereof.

(iv) With respect to any Benefit Plan which is an “employee pension benefit plan” within the meaning of ERISA Section 3(2) (“Pension Plan”) maintained or contributed to by Parent or any BHG Company, (A) no steps have been taken to terminate such Pension Plan; (B) no termination of any Pension Plan has occurred at any time under which all liabilities have not been fully satisfied; (C) no liability under Title IV of ERISA has been incurred by Parent, any BHG Company or any ERISA Affiliate which has not been fully satisfied; (D) no event has occurred and no condition exists that could reasonably be expected to result in Parent, any BHG Company or any ERISA Affiliate incurring a liability under Title IV of ERISA or that could constitute grounds for terminating any such Pension Plan; (E) no proceeding has been initiated by the PBGC to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; and (F) no Affiliate has incurred withdrawal liability under any such plan which is a multiemployer plan (as defined in ERISA Section 3(37)) which has not been paid.

(v) With respect to Company and Subsidiary, except as set forth in Schedule 3.1(q) , each of the following is true as of the date hereof:

(A) Company and Subsidiary are in compliance with all applicable laws, individual and collective bargaining agreements respecting employment and employment practices, terms and conditions of employment and wages and hours (including without limitation the Fair Labor Standards Acts and applicable state law requirements regarding classification of employees and the payment of minimum wage and overtime compensation) and occupational safety and health laws and regulations, worker’s compensation, unemployment and employment taxation, and is not engaged in any unfair labor practice within the meaning of Section 8 of the National Labor Relations Act, except in each case for such instances of noncompliance or unfair labor practices that would not, individually or in the aggregate, have a Material Adverse Effect. There is no action, suit or legal, administrative, arbitration, grievance or other proceeding pending or, to Parent’s knowledge, threatened or, to Parent’s knowledge, any investigation pending or threatened against Company or Subsidiary relating to any thereof. To the Parent’s knowledge, no reasonable basis exists for any such action, suit or legal, administrative, arbitration, grievance or other proceeding or governmental investigation;

(B) there is no labor strike, dispute (other than disputes with individual employees), slowdown or stoppage actually pending or, to Parent’s knowledge, threatened against Company or Subsidiary;

(C) none of the employees of Company or Subsidiary is a member of or represented by any labor union and, to Parent’s knowledge, there are no attempts of whatever kind and nature being made to organize any of such employees;

(D) without limiting the generality of paragraph (C) above, no certification or decertification is pending or was filed within the past twelve months respecting the employees of Company or Subsidiary and, to the Parent’s knowledge, no certification or decertification petition is being or was circulated among the employees of Company or Subsidiary within the past twelve months;

(E) no agreement (including any collective bargaining agreement), arbitration or court decision, decree or order or governmental order which is binding on Company or Subsidiary in any way limits or restricts Company or Subsidiary from relocating or closing any of its operations;

(F) neither Company nor Subsidiary have experienced any organized work stoppage in the last five years; and

(G) there are no charges, administrative proceedings or complaints of discrimination, retaliation or harassment (including but not limited to discrimination, retaliation or harassment based upon sex, age, marital status, race, national origin, sexual orientation, handicap and/ or accommodation, religion, veteran status or other category protected by federal, state or local law) pending or, to the Parent’s knowledge, threatened, or to the Parent’s knowledge, any investigation pending or threatened before the Equal Employment Opportunity Commission or any federal, state or local agency or court against Company or Subsidiary. Since January 1, 1998, there have been no audits of the equal employment opportunity practices of Company or Subsidiary.

(r) Intellectual Property Rights . Schedule 3.1(r) sets forth a list, as of the date of this Agreement, of all United States or foreign patents, registered trademarks, registered copyrights and applications therefor and internet domain names used by Company or Subsidiary in, and material to, the conduct of the Business as currently conducted by Company or Subsidiary, as the case may be, (the “ Intellectual Property Rights ”) and the entity that owns such Intellectual Property Rights. Company or Subsidiary owns or possesses adequate licenses or other valid rights to use all such Intellectual Property Rights, and to the knowledge of Parent, the conduct of the Business by Company and Subsidiary as currently conducted does not conflict with any valid patents, trademarks, tradenames or copyrights of others, except for such conflicts that would not, individually or in the aggregate, have a Material Adverse Effect.

(s) Fees . Except for the fees payable to Robert W. Baird & Co. Incorporated, which shall be paid by Parent, neither Parent nor any of its Affiliates has paid or become obligated to pay any fee or commission to any broker or finder in connection with the transactions pr

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EXECUTION COPY ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

BANTA CORPORATION | BANTA HEALTHCARE GROUP, LTD | BHG ACQUISITION LLC

ASSET PURCHASE AGREEMENT

among

BANTA CORPORATION,

BANTA HEALTHCARE GROUP, LTD.

and

BHG ACQUISITION LLC

dated as of

February 12, 2005

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ASSET PURCHASE AGREEMENT

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