ASSET PURCHASE AGREEMENT
This ASSET
PURCHASE Agreement is executed and delivered on this 13th day
of
December, 2004, effective as of the close of business on the 10th day of
December, 2004 (the "Effective Time") (the
"Agreement"), by and
among Rosenboom
Machine & Tool, Inc., an Iowa corporation with its principal
place of business
at 1530 Western Avenue, Sheldon, Iowa (the
"Buyer"); Green Manufacturing, Inc.,
a Delaware corporation with its principal
place of business at 1032 South Maple
Street, Bowling Green, Ohio (the "Seller"); and P & F Industries, Inc., a
Delaware corporation with its principal place of
business at 300 Smith Street,
Farmingdale, New York (the "Parent
Company").
WITNESSETH:
----------
WHEREAS,
the Seller operates a
division, known as the
Hydraulic Cylinder
Division (the "Division"), which is engaged in the design,
manufacture and sale
of hydraulic cylinders for commercial and
industrial applications;
WHEREAS,
the Seller desires to
sell to the Buyer, and the Buyer desires to
purchase from the Seller, certain assets of the Seller
comprising the Division,
on the terms and subject to the conditions
set forth in this Agreement.
NOW, THEREFORE,
in consideration of the mutual representations, warranties,
covenants and agreements hereinafter set
forth, the parties agree as follows:
ARTICLE 1.
----------
PURCHASE OF ASSETS
1.1.
SALE AND PURCHASE OF ASSETS. The Seller hereby sells, assigns,
transfers, and conveys to the Buyer, and the
Buyer hereby purchases and accepts
from the Seller, on the terms and
conditions set forth in this Agreement, all of
the Seller's right, title, and interest in and to the
following assets of
the
Seller (the "Assets"):
1.1.1. Machinery,
Equipment, and Other
Tangible Assets. Certain
of the
Seller's furniture,
machinery, equipment,
tools and fixtures,
supplies, computer
hardware and software,
motor vehicles, and
other
similar miscellaneous
tangible assets used
by the Seller exclusively
in the operation of the Division, each as specifically described on
Schedule 1.1.1 attached hereto and made a part hereof;
1.1.2. Records. Copies, in accordance with Section 6.4 hereof,
of
certain of the Seller's customer lists, sales and purchase records,
sales proposals,
office
records, and other books and records
exclusively related to the Division, each as specifically described
on
Schedule 1.1.2
attached hereto and
made a part hereof (the "Division
Books and Records");
<PAGE>
1.1.3. Inventories.
Certain of the Seller's inventories of
work-in-progress of the Division as specifically described on
Schedule
1.1.3 attached
hereto and made a part
hereof (the
"Work-In-Progress
Inventory");
1.1.4. Deposit Accounts. Certain amounts previously
deposited by
the Seller with the following vendors: Yantai Xinghui Machinery and
Electronics in Yantai, China; BMG Hydraulics Group in Beijing,
China;
and Wincent Trading Company in Macua, China (the "Deposit
Accounts"),
each as more fully
described on Schedule
1.1.4 attached
hereto and
made a part hereof;
1.1.5. Intangibles.
Certain of the Seller's trade secrets,
product designs,
trade names, websites, logos, patents, patent
applications,
trademarks, or
copyrights
exclusively
used by the
Division, each as
specifically
described on Schedule
1.1.5 attached
hereto and made a part hereof; and
1.1.6. Assumed
Contracts.
Certain of the
Seller's contracts,
agreements, leases,
arrangements,
customer orders,
supplier and/or
vendor orders and invoices, and commitments exclusively used by the
Division, each as
specifically
described on Schedule
1.1.6 attached
hereto and made a part hereof (the "Assumed Contracts").
1.2 EXCLUDED
ASSETS.
Notwithstanding
anything herein to the contrary, the
Seller is not selling to the Buyer, and the Buyer is not purchasing from the
Seller (i) the accounts receivable of the Seller
outstanding
at the Effective
Time (the "Seller's Accounts Receivable"),
including, but not
limited to, those
generated by the operation of the Division
(the "Division Accounts Receivable");
(ii) the cash and cash equivalents of the Seller; (iii) any contract, order,
payable, commitment, obligation, agreement, lease, or
undertaking, whether oral
or written, of the Seller (other than the
Assumed Contracts);
(iv) any security
deposits and bonds (other than the Deposit Accounts"); (v) the name "Green
Manufacturing, Inc."; (vi) marketable and other
securities; (vii) all rights of
the Seller under this Agreement and the Collateral
Agreements (as
hereinafter
defined); (viii) all books, records and other assets of the
Seller relating to
corporate level activities, including, but not limited to, those relating
to
filings with the Securities and Exchange
Commission
and the Internal
Revenue
Service and those relating to accounting
and tax functions;
(ix) any corporate
minute books, stock ledgers and other
corporate books and records of the Seller;
(x) all books and records relating,
exclusively or non-exclusively, to each and
every division and/or line of business and/or each and every aspect of the
Seller's business other than copies of the
Division Books and Records; (xi) all
books and records not relating to the Assets or the Assumed Liabilities (as
hereinafter defined); (xii) all claims against third
parties for inventory sold
prior to the Effective Time, including, but not limited to, rights under
any
manufacturer's or vendor's warranties and insurance claims and proceeds with
respect to such inventory, and all other claims against third
parties arising
from or in connection with the Division or the Assets
prior to the
Effective
Time; (xiii) all federal, state and local income tax refunds
due to the Seller;
(xiv) title to any real property owned by
the Seller and all buildings and other
structures located thereon, and all leasehold interests in and to any real
property (except for certain real property
owned by the Seller that the Buyer is
buying from the Seller pursuant to the
Deed, as hereinafter
defined); (xv) all
prepaid expenses and rentals; (xvi) the Seller's right,
title and interest
in
and to certain equipment identified on Schedule 1.2
attached hereto and made a
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part hereof; (xvii) the Seller's right,
title and interest in and to any and all
intangible and tangible assets that relate
to, or are used or held in connection
with, the business of the Seller
(other than those
identified
on Schedules
1.1.1, 1.1.2, 1.1.3, 1.1.4 and Schedule
1.1.5).
1.3.
ASSUMPTION OF
LIABILITIES. Except as
provided below, the
Buyer does
not assume any liabilities or obligations of the Seller, including, but not
limited to, any and all product liability claims relating to any products
manufactured by the Seller prior to Effective Time. (For purposes of this
Agreement, the date a product is manufactured shall be determined by the
date
stamp on said product.) Notwithstanding anything in this Agreement,
the Buyer
hereby assumes and agrees to pay,
perform and/or
discharge as and when
due the
following liabilities and obligations of
the Seller (collectively, the "Assumed
Liabilities"):
1.3.1. Assumed Contracts. Any and all liabilities and
obligations
of the Seller under the Assumed Contracts;
1.3.2. Warranty
Claims. Any and all Warranty Claims, as
hereinafter defined
and as provided for in Section 6.3 of this
Agreement; and
1.3.3. WARN. Any and
all liabilities
and obligations arising
under the Worker Adjustment and Retraining Notification Act ("WARN"),
in connection with the
execution and delivery
of this Agreement
and
the consummation of the transactions contemplated hereby or referred
to herein.
1.4.
CONTINUED EMPLOYMENT OF EMPLOYEES.
On and after the
Effective Time,
the Buyer shall offer employment to each of
the Seller's employees identified on
Schedule 1.4 attached hereto and made a part hereof (the
"Division
Employees")
on substantially the same terms and conditions that
each such employee enjoyed
up to the Effective Time from the Seller.
The Buyer shall offer
such employment
to the Division Employees at the location
where each such employee performed his
or her respective duties for the Seller prior to the Effective Time. The
starting date of employment of each such employee with the
Buyer shall be the
start of business on the day immediately following the Effective
Time. If the
employment of a Division Employee is terminated by the Buyer on or after the
Effective Time, the Buyer shall be responsible for payment of the costs of
termination, including, but not limited to, under WARN with respect to the
Division Employees and any and all other
employees of the Seller, and providing
each such Division Employee with the health and
medical plan coverage (if any)
required to be provided to such Division
Employee by the
Consolidated
Omnibus
Budget Reconciliation Act of 1985, as
amended. The Seller
has, and shall have,
no obligation to the Buyer to transfer to
the Buyer any Internal Revenue Service
Forms W-4 and W-5. The Buyer shall give
credit to each Division Employee for all
periods worked for the Seller, as if during
each period such employee had worked
for the Buyer, with respect to the determination
of vacation from and after the
Effective Time and such other rights to which such employee may be entitled,
except for any rights accrued under any
pension or retirement plans during their
employment by the Seller. A reasonable time
following the execution and delivery
of this Agreement, the Seller shall pay each of the
Division Employees all
of
his or her accrued and unused vacation time as of the Effective Time with
respect to such employee's employment by the Seller.
Nothing herein shall be
deemed to prevent the Buyer from
terminating
the
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<PAGE>
employment of any Division Employee following the Effective Time or from
altering the compensation, employment terms and benefits of any Division
Employee following the Effective
Time. None of the provisions of this
Section
1.4 shall apply to Dan Craig and Derrill
Fowler, each of whom are being employed
by the Buyer pursuant to separate
respective Employment Agreements.
ARTICLE 2.
----------
PURCHASE PRICE
2.1. PURCHASE
PRICE FOR ASSETS. The aggregate purchase price (the "Purchase
Price") that the Buyer shall pay to the
Seller for the Assets is (i) Two Million
Three Hundred Seventy-Eight Thousand Five Hundred Fourteen
($2,378,514) Dollars
payable by wire transfer to an account
designated
by the Seller (the
"Closing
Payment"); plus (ii) the Additional
Consideration,
as such term is
defined in,
and as contemplated by, Section 2.2 of this
Agreement. It is acknowledged by the
parties that contemporaneously herewith,
the Buyer has purchased from the Seller
certain real property pursuant to separate
documentation for a
consideration of
the Buyer's payment to the Seller in the
amount of One Million
Three Hundred
Thousand ($1,300,000) Dollars.
2.2 ADDITIONAL
CONSIDERATION.
------------------------
2.2.1 Calculation of Additional Consideration. (a) The Buyer shall
pay
to the Seller an
amount equal to (i) one and five-tenths (1.5%) percent of
the Buyer's Gross Sales during each of the twenty (20) consecutive
quarterly
periods commencing as of the Effective
Time (each an
"Earn-Out
Period")
of the Seller's Products, as hereinafter defined, that are
manufactured
outside the United
States; (ii) with respect to each
Active
Customer,
as hereinafter
defined, six and
five-tenths (6.5%) percent (the
"Domestic
Percentage")
of the Buyer's Gross Sales to each such Active
Customer during
each such Earn-Out Period of the Seller's Products that are
manufactured in
the United States ("Domestic Products"); provided, however,
that with
respect to each Active Customer during any Earn-Out Period, the
Domestic
Percentage applicable
to Gross Sales of Domestic Products to such
Active Customer
shall be reduced, on a one-for-one basis, to the extent the
Gross Margin,
as hereinafter defined, applicable to Gross Sales to
such
Active
Customer during such Earn-Out Period is less than thirty-one and
five-tenths
(31.5%) percent (in each case, the "Additional Consideration").
The Additional
Consideration
for each Earn-Out
Period shall be calculated
on an Active Customer-by-Active Customer basis. As an illustration
of the
foregoing,
in the event
that, with respect to Gross Sales of Domestic
Products
to a particular Active Customer, the Gross Margin during a
particular
Earn-Out Period is thirty (30%) percent, then the Domestic
Percentage
applicable to such Active Customer with respect to such
Earn-Out
Period shall be
five (5%) percent calculated as follows: 6.5 - (31.5-30.0)
= 5.0. During
the Earn-Out Periods,
the Buyer shall not change the selling
price of the
Seller's Products from the highest amount charged by the
Seller to any of
its customers,
including,
but not limited to, Active
Customers,
for such products prior to the Effective Time (the "Selling
Price") without
the prior written consent of the Seller.
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<PAGE>
(b) For purposes of
this Section 2.2,
"Gross Sales" shall mean the
aggregate
selling price of each
of the Seller's Products sold by the Buyer
during the
Earn-Out Periods from sales of the Seller's Products by the
Buyer to
customers that had been Active Customers of the Seller at any
time
prior to the
Effective Time,
determined in
accordance with United
States
generally
accepted accounting principles used by the Seller
prior to the
Effective
Time, on a consistent basis, and consistent with the past
practices of the
Seller. For purposes of this Agreement, the term "Seller's
Products" means
those products identified on Schedule 2.2.1 attached hereto
and made a part
hereof, and all subsequent designs based thereon or related
thereto and all
replacements thereof.
For purposes of this Agreement, the
term "Active
Customers" means those customers identified on Schedule 2.2.2
attached hereto
and made a part hereof. For purposes of this Agreement, the
term "Gross
Margin" shall mean the Gross Sales of
Seller's Products
less
the cost of
goods sold
divided by such Gross Sales, on a sale by sale
basis,
determined in a manner
identical to, and
consistent with, the past
practices
of the Seller, which the Buyer acknowledges and agrees are
determined based
on standard costs.
2.2.2 Determination and Payment. For purposes of this Agreement,
the
Additional
Consideration
shall be initially
determined by the
Buyer. The
Buyer shall make
such determination
and deliver a written
report thereof
(together
with all supporting schedules and details of the
calculation,
including,
but not limited to, a
calculation of Gross Sales, Gross Margins
with respect to
Domestic Products and the Domestic Percentage, on a sale by
sale basis, by
customer and in total (collectively, the "Earn-Out Report"))
to the Seller
within thirty (30) days following the end of each
Earn-Out
Period.
Simultaneously with
the delivery of each such Earn-Out Report, the
Buyer shall pay to the Seller the
Additional
Consideration
by certified
check of the
Buyer made payable to the order of the Seller, or at the
Seller's
option, by wire transfer of immediately available funds to an
account
designated in writing by the Seller.
2.2.3 Resolution of
Disputes. The Seller
shall have thirty (30) days
from
receipt of each such
Earn-Out Report (and thirty (30) days from
the
receipt of the
Comprehensive
Statement, as
hereinafter defined) to object
to the Buyer's
calculation
of the Additional Consideration (and/or the
Reimbursement
Amount (as hereinafter
defined), as the case may be). In the
event that,
within such
thirty (30) day period, the Seller provides a
written
objection to such
calculation, and such
objection is not resolved
by the parties within fifteen (15) days thereafter, all remaining
disagreements
with
respect to the calculation of the Additional
Consideration
(and/or the
Reimbursement Amount, as the case may be) shall,
within
five (5) days
following a written
request from the Seller to the
Buyer, be
submitted to an accounting firm of national reputation selected
jointly by the
Seller and the Buyer; if the Seller and the Buyer are unable
to agree on an
accounting firm, each shall, within five (5) days following
a written
request from the
Seller to the Buyer,
select an accounting firm
of national
reputation and within
five (5) days following the selection of
both such
accounting firms, such firms shall select a third accounting
firm
of national
reputation
and such third firm
shall resolve
all remaining
disagreements
with respect to the
calculation of Additional Consideration
(and/or the
Reimbursement Amount,
as the case may be). The accounting firm
so selected
shall
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<PAGE>
sometimes
hereinafter be referred to as the "Selected Firm". The Seller
and
the Buyer shall
use their respective
best efforts to cause the Selected
Firm
to resolve all submitted disputes within thirty (30) days of
submission
of such thereto by delivery to the Seller and the Buyer of
a
statement in
writing setting forth the conclusion of the Selected Firm's as
to the
disputed item or items and the effect of
such conclusions
on the
Additional
Consideration
(and/or on the
Reimbursement Amount, as the case
may be).
The determination of the Selected Firm with respect to the
Additional
Consideration (and/or
the Reimbursement Amount, as the case may
be) shall be
final, conclusive
and binding, and judgment may be entered
thereon in any
court of competent
jurisdiction. Nothing
contained herein
shall be deemed
a consent to arbitrate any other issue or dispute which may
hereafter arise
among the parties to this Agreement. The costs and fees of
the Selected
Firm shall be borne
equally by the Seller,
on the one hand,
and the Buyer,
on the other hand. At all times during the Earn-Out Periods
and for one year
thereafter,
the Buyer shall allow the Seller and its
representatives
full and free access to such books and records of the Buyer
related to the
calculation
and payment of the Additional Consideration
(and/or the
Reimbursement
Amount, as the case
may be) as the Seller shall
deem
necessary,
appropriate
or advisable, and allow the Seller to make
extracts
from and copies of any
of the same at the
Seller's own cost
and
expense.
In connection
with its review,
the Selected Firm
shall have the
right to
undertake such auditing procedures as it may deem
appropriate and
to examine all
work papers utilized in the accounting and determination of
the Additional
Consideration (and/or
the Reimbursement Amount, as the case
may be).
2.2.4 Payment.
If any further Additional Consideration ("Further
Additional
Consideration") is due the Seller under Section 2.2.3, the
Buyer
shall make
payment of such amount within five (5) days following the
earlier of
settlement or the issuance of the Selected Firm's decision.
Any
Further Additional Consideration shall bear interest at the rate of two
(2%) percent
above the prime rate as reported from time to time in The Wall
Street Journal
from the date the Buyer delivers the report contemplated by
Section 2.2.1
until paid.
2.2.5. Change in the
Buyer's Business.
The parties
intend that the
business,
operations,
product and service
lines of the
Division not be
altered,
fragmented,
dispersed or otherwise
changed, having the effect of
diminishing the
Additional Consideration. In the event of any such
change,
the parties
shall use their best efforts to calculate, and the Buyer shall
pay, the
Additional
Consideration
in such amount as
would be
consistent
with the Gross
Sales produced by the
Buyer's business in
keeping with the
intent of this
Agreement. Without limiting the generality of the foregoing,
the Buyer hereby
covenants and agrees that it shall not give
priority or
preference to
any of its sales that are not Gross Sales.
2.3 ALLOCATION OF PURCHASE PRICE. The Purchase Price and the Assumed
Liabilities (collectively, the "Total Consideration") shall
be allocated among
the Assets acquired hereunder in accordance
with Schedule 2.3 hereof. It is
agreed that the apportionments set forth on Schedule 2.3 were arrived at by
arm's length negotiation and properly reflect
the respective fair market values
of the Assets. The Seller and the Buyer
each hereby covenants and agrees that
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it will not) 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 way inconsistent
with the terms of this Section 2.3 or
Schedule 2.3.
ARTICLE 3.
---------
DELIVERIES
3.1.
ITEMS TO BE DELIVERED BY THE SELLER. Contemporaneously with the
execution and delivery of this Agreement,
the Seller is
delivering, or
causing
to be delivered, to the Buyer:
3.1.1. Real Estate.
That certain Deed of even date from the Seller to
the Buyer (the
"Deed"), duly executed by the Seller.
3.1.2. Raw Materials
Inventory. That
certain Raw Materials Inventory
Purchase
Agreement of even date
between the Seller and the Buyer (the "Raw
Materials
Inventory Agreement"), duly executed by the Seller.
3.1.3. Finished Goods Inventory. That certain Finished Goods
Inventory
Purchase
Agreement of even date between the Seller and the Buyer (the
"Finished
Goods Inventory Purchase Agreement"), duly executed by the
Seller.
3.1.4. Inventory Put
Agreement. That
certain Inventory Put Agreement
of even date between the Seller and the Buyer (the "Inventory Put
Agreement"),
duly executed by the Seller.
3.1.5. Finished Goods Security Agreement. That certain Finished Goods
Security
Agreement of even date between the Seller and the Buyer (the
"Finished Goods
Security Agreement"), duly executed by the Seller.
3.1.6. Subordination
Agreement. That
certain Subordination Agreement
of even date
among the Seller, the Buyer and Security State Bank (the
"Bank") (the
"Subordination Agreement"), duly executed by the Seller.
3.1.7. Iowa
Subordination
Agreement.
That
certain Subordination
Agreement (the "Iowa Subordination Agreement") of even date between the
Seller and the
Iowa Department of Economic Development (the "Iowa D.E.D."),
duly executed by
the Seller.
3.1.8. Transitional
Services. That certain Transitional Services
Agreement of
even date between the Seller and the Buyer (the "Transitional
Services
Agreement"), duly executed by the Seller.
3.1.9. Interim
Lease. That certain Lease of even date between the
Seller and the
Buyer (the "Interim Lease"), duly executed by the Seller.
3.1.10. Opinion. The opinion of the Seller's counsel of even
date.
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3.1.11. Certificate
of Insurance. That certificate of insurance
required by
Section 5.3 of this Agreement
3.2.
ITEMS TO BE DELIVERED BY THE BUYER. Contemporaneously with the
execution and delivery of this Agreement,
the Buyer is
delivering or causing to
be delivered to the Seller:
3.2.1 Closing Payment. The Closing Payment.
3.2.2 Raw Materials Inventory. The Raw Materials Inventory
Agreement,
duly executed by
the Buyer.
3.2.3 Finished Goods Inventory. The Finished Goods Inventory
Purchase
Agreement, duly
executed by the Buyer.
3.2.4 Inventory Put
Agreement.
The Inventory
Put Agreement, duly
executed by the
Buyer.
3.2.5 Finished Goods Security Agreement. The Finished Goods Security
Agreement, duly
executed by the Buyer.
3.2.6 Subordination
Agreement.
The Subordination Agreement, duly
executed by the
Buyer and the Bank.
3.2.7 Iowa Subordination Agreement. The Iowa Subordination
Agreement,
duly executed by
the Iowa D.E.D.
3.2.8 Transitional Services. The Transitional Services Agreement,
duly
executed by the
Buyer
3.2.9 Interim Lease.
The Interim Lease,
duly executed by the
Buyer.
3.2.10 Craig
Employment Agreement.
An original
counterpart of
that
certain
Employment Agreement
of even date between the Buyer and Dan Craig,
duly executed by
the parties thereto.
3.2.11 Fowler Employment Agreement. An original counterpart of that
certain
Employment
Agreement between the Buyer and Derrill
Fowler, duly
executed by the
parties thereto.
3.2.12 Opinion. The opinion of Buyer's counsel of even date.
3.2.13 Certificate
of Insurance. That certificate of insurance
required by
Section 5.3 of this Agreement.
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3.3. CHANGE IN
NAMES. Promptly following the execution and delivery of this
Agreement, the Seller will cooperate with the Buyer in
signing and filing such
assignments of names, authorizations to use names and
other documents as may be
necessary to fully transfer to the Buyer all rights and
benefits to the
name
"POWER STROKE" and all other trademarks and trade names, whether or not
registered, identified on Schedule
1.1.5.
3.4.
FURTHER ASSURANCES. The Seller shall from time to time after the
execution and delivery of this Agreement, at the request of the Buyer and
without further consideration, execute and deliver such other
instruments of
sale, assignment, conveyance, and transfer and take such other
action as the
Buyer may reasonably request to more
effectively convey, assign, transfer to and
vest in the Buyer ownership and possession
of the Assets.
ARTICLE 4.
----------
REPRESENTATIONS AND WARRANTIES
4.1. SELLER. The
Seller represents and warrants to the Buyer as follows:
4.1.1. Corporate
Organization.
The Seller is a corporation duly
organized,
validly existing, and in good standing under the laws of the
State of
Delaware. The Seller
is also authorized to
do business and is in
good standing in
the State of Ohio.
4.1.2. Authorization.
This Agreement and all
agreements executed and
delivered by the
Seller pursuant to this Agreement to which the Seller is a
party or
signatory and contemplated hereby (collectively, the "Collateral
Agreements")
have been duly
authorized,
executed, and delivered by the
Seller,
and constitute the legal, valid and binding obligations of the
Seller,
enforceable in accordance with their respective terms.
4.1.3. Title to Assets. The Seller owns the Assets, free and clear of
any and all
options, rights, pledges, mortgages, security interests, liens,
charges,
burdens,
servitudes
and other encumbrances whatsoever
(individually
an "Encumbrance" and collectively, the "Encumbrances"),
except as set
forth in Schedule 4.1.3.
4.1.4. Description of Assets. The Assets that the Seller is
assigning,
transferring,
and conveying to the Buyer pursuant to the terms of this
Agreement
constitute
the material assets necessary for the Seller's
operation of the
Division, and are
adequate to permit the Buyer to conduct
the operation of
the Division as now conducted in all material respects. No
employee
of the Seller has or
claims any right or
interest in any
assets
used or usable
by the Seller in the operation of the Division. Moreover, no
third
parties are in
possession of any portion of the Assets as lessees or
otherwise,
except as reflected on
the applicable
schedules listing such
Assets.
4.1.5. Condition of
Assets. All of the
tangible Assets are in good
order, repair,
and operating condition, subject, however, to the effect
of
ordinary wear
and tear and
depreciation arising
from lapse of time or use
with appropriate
maintenance,
except as noted on the
applicable schedules
listing such
Assets.
9
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4.1.6. Assumed
Contracts. True,
correct, and complete
copies of the
Assumed
Contracts have been provided by the Seller
to the Buyer, and
all
such
documents are genuine. Each of the Assumed Contracts is valid and
enforceable in
accordance with its
terms. Ex
