AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (Agreement) is made as of April 26, 2021 (Effective Date) by and between (i) AWARE, INC., a Massachusetts corporation (Seller), and (ii) FDS BEDFORD, LLC, a Delaware limited liability company, or its designee (Purchaser).
ARTICLE 1. INTERPRETATION
1.1 Definitions. For purposes of this Agreement, in addition to the terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings indicated:
1.1.1 Action: any action, suit, arbitration, governmental investigation or other legal proceeding.
1.1.2 Consulting Services Agreement: means the agreement to be negotiated and entered between Purchaser and Seller pursuant to the terms of Exhibit D attached hereto.
1.1.3 Closing: the consummation of the purchase and sale of the Property as contemplated by this Agreement.
1.1.4 Closing Date: the date on which the Closing occurs.
1.1.5 Code: the Internal Revenue Code of 1986, as amended.
1.1.6 Contract: any contract for services, maintenance and supplies, equipment leases, and any other contract or agreement to which Seller is a party relating to the use, management, maintenance, operation, provisioning or equipping of the Property, and all amendments thereto.
1.1.7 Contract Date: the date of this Agreement first written above.
1.1.8 Environmental Laws: any Legal Requirement applicable to the Property and pertaining to protection of human health or the environment, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1982, the Resource Conservation and Recovery Act of 1986, the Superfund Amendments and Reauthorization Act of 1986, the Toxic Substances Control Act and any State of Massachusetts counterparts thereto, as any of the foregoing may be amended from time to time.
1.1.9 Hazardous Substance: any pollutant, contaminant or any toxic, radioactive or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, asbestos, and toxic mold, in each case as regulated under Environmental Laws.
1.1.10 Improvements: collectively, all improvements (including such fixtures as shall constitute real property) located on the Land.
1.1.11 Intangible Property: collectively, (i) all assignable guarantees and warranties that relate to the Improvements or Personal Property, (ii) all assignable permits and other public approvals that relate to the Land or Improvements, (iii) all plans and specifications for the Improvements, (iv) all service contracts Purchaser elects to assume, (v) books and records relating solely to ownership or operation of the Property, and (vi) keys and lock and safe combinations relating to the Property.