EX-2.1
from 8-K
~50
pages
Now, Therefore, in Consideration of the Foregoing Recitals and the Mutual Promises, Agreements, Representations and Warranties Herein Contained, the Parties Hereto Agree as Follows: 1. Assets and Shares to Be Transferred. 1.1 Agreement to Sell Assets. Subject to the Terms and Conditions Contained Herein and Upon the Performance by Each of the Parties Hereto of Its Respective Obligations Hereunder, Seller Hereby Agrees to Sell, Assign, Convey, Transfer and Deliver to Buyer on the Closing Date (As Defined in Section 4 Hereof), and Buyer Hereby Agrees to Purchase From Seller on the Closing Date, the Assets. at the Closing (As Defined in Section 4 Hereof), Seller Shall Deliver to Buyer a Bill of Sale in the Form of Exhibit 1.1a Attached Hereto and Buyer and Seller Shall Execute and Deliver an Assignment and Assumption Agreement in the Form of Exhibit 1.1b Attached Hereto and Such Other Documents of Conveyance as May Be Necessary to Effectuate and Perfect the Transfer of Title to the Assets to Buyer. 1.2 Description of Assets. for Purposes of This Agreement, the Term “Assets” Means Substantially All of the Tangible and Intangible Assets, Other Than the Excluded Assets (As Defined in Section 1.3 Hereof), Owned and Used by Seller in Connection With Its Manufacture of Aluminum and Non-Metallic Honeycomb Products and All Other Products Manufactured or Distributed by Seller for the Aerospace, Aircraft and Non-Aerospace Markets (The “Business”) And, With the Exception of Additions or Deletions Made in the Ordinary Course of Seller’s Business, Were Reflected on Seller’s Financial Statements (As Defined in Section 5.13.1) as of December 31, 2000. the Term Assets Includes, but Is Not Limited To, All of the Assets More Particularly Described in the Following Sections 1.2.1 Through 1.2.15
12/34/56
