SECURITIES PURCHASE AGREEMENT By and Among THE WASHINGTON POST COMPANY, NASH HOLDINGS LLC, and solely to the extent provided herein, WP COMPANY LLC, EXPRESS PUBLICATIONS COMPANY, LLC, EL TIEMPO LATINO LLC, ROBINSON TERMINAL WAREHOUSE LLC, GREATER WASHINGTON PUBLISHING, LLC and POST-NEWSWEEK MEDIA, LLC Dated as of October 1, 2013 TABLE OF CONTENTS

 

(I) the Trove Services Agreement, a copy of which is attached as Exhibit I hereto (the “Trove Services Agreement”).

(b)  Purchaser shall deliver to Seller payment, by wire transfer to the bank account designated in writing by Seller prior to the date hereof, in immediately available funds of an amount equal to the Closing Date Consideration.

 

SECTION 1.05.  Purchase Price Adjustment.  (a)  Seller has delivered to Purchaser its good faith estimate of (i) Cash (the “Estimated Cash”) and (ii) Indebtedness (the “Estimated Indebtedness”).

 

(b)  Within 90 days after the date hereof, Purchaser will deliver to Seller a consolidated balance sheet, in substantially the same form as the Sample Statement, of the Companies as of the open of business on the date hereof (the “Closing Balance Sheet”) and a statement showing the calculation of Cash, Indebtedness and Net Working Capital derived from the Closing Balance Sheet and the Target Net Working Capital Amount (together with the Closing Balance Sheet, the “Preliminary Statement”).  The Closing Balance Sheet shall be prepared, and Cash, Indebtedness and Net Working Capital shall be determined (including for purposes of Section 1.05(a)), (i) on a basis consistent with the principles, assumptions, policies, practices and methodologies applied in preparing the Sample Statement and in substantially the same manner as the calculations of Cash, Indebtedness and Net Working Capital set forth therein, and (ii) to the extent consistent with the basis set forth in clause (i), in accordance with Seller’s Accounting Policies and Practices.  The Target Net Working Capital Amount shall be determined in accordance with the definition thereof in Section 8.04(b).  The Closing Balance Sheet shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby.  The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, the Target Net Working Capital Amount and Net Working Capital is not to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining Cash, Indebtedness, the Target Net Working Capital Amount or Net Working Capital.  During the 60-day period following Seller’s receipt of the Preliminary Statement and until final resolution hereunder, Seller and its accountants and other representatives shall be permitted reasonable access to review the books and records of Purchaser and the Companies and any work papers related to the preparation of the Preliminary Statement.  Seller and its accountants and other representatives may make inquiries of Purchaser, the Companies and their respective accountants regarding questions concerning or disagreements with the Preliminary Statement arising in the course of their review thereof, and Purchaser shall use its, and shall cause the Companies to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries.  If Seller has any objections to the Preliminary Statement, Seller shall deliver to Purchaser a statement (an “Objections Statement”) that shall specify in reasonable detail the nature of any disagreement so asserted.  If an Objections Statement is not delivered to Purchaser within 60 days after delivery of the Preliminary Statement to Seller, the Preliminary Statement shall be final, binding and nonappealable by the Parties hereto.  Seller and Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, Seller and Purchaser shall submit to Ernst & Young or, if Ernst & Young is not available, another independent accounting or valuation firm reasonably acceptable to Seller and Purchaser (the “Valuation Firm”), for resolution of any and all matters that remain in dispute and which were properly included in the Objections Statement.  Any further submissions to the Valuation Firm must be written and delivered to each Party to the dispute.  The Valuation Firm shall make a final determination of Cash, Indebtedness, the Target Net Working Capital Amount and Net Working Capital to the extent such amounts are in dispute, in each case, in accordance with the terms of this Agreement, including the Sample Statement and the definitions of Cash, Indebtedness, Target Net Working Capital Amount and Net Working Capital set forth herein, and the resulting Final Consideration will be calculated with reference to such amounts.  The Parties will cooperate with the Valuation Firm during the term of its engagement.  The determination of Cash, Indebtedness and Net Working Capital as of the open of business on the date hereof, the determination of the Target Net Working Capital Amount and the resulting Final Consideration calculated with reference thereto, shall become final and binding on the Parties on the earlier of (A) the date Seller and Purchaser resolve in writing any differences they have with respect to the matters specified in the Objections Statement and (B) the date the Valuation Firm delivers its final resolution in writing to the Parties.  The Valuation Firm shall be instructed to render its determination of all matters submitted to it within 30 days following submission.  The fees and expenses of the Valuation Firm incurred pursuant to this Section 1.05(b) shall be borne 50% by Seller and 50% by Purchaser.  The fees and disbursements of Seller’s accountants and other representatives incurred in connection with their review of the Preliminary Statement and preparation of any Objections Statement shall be borne by Seller, and the fees and disbursements of Purchaser’s accountants and other representatives incurred in connection with their preparation of the Preliminary Statement and review of any Objections Statement shall be borne by Purchaser.

(c)  If the Final Consideration is greater than the Closing Date Consideration, Purchaser shall promptly (but in any event within five Business Days after the date on which the Final Consideration is finally determined pursuant to Section 1.05(b)) pay to Seller the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser.  If the Final Consideration is less than the Closing Date Consideration, Seller shall promptly (but in any event within five Business Days after the date on which the Final Consideration is finally determined pursuant to Section 1.05(b)) pay to Purchaser the amount of such excess, by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser to Seller.

 

SECTION 1.06.  Termination of Intercompany Agreements.  Except as set forth in this Section 1.06, effective as of the Closing, Seller shall terminate, or shall cause to be terminated, any and all agreements, arrangements, commitments and understandings, oral or written (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between or among any Company or Companies, on the one hand, and any member or members of the Seller Group, on the other hand, and in effect or accrued as of the Closing.  No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the date hereof.  Seller, on behalf of the Companies and the other members of the Seller Group, hereby waives any advance notice provision or other termination requirements with respect to any Intercompany Agreement.  The provisions of this Section 1.06 shall not apply to the Intercompany Agreements and Intercompany Accounts set forth in Schedule 1.06.

 

SECTION 1.07.  Third-Party Consents.  (a)  To the extent that any transfer or conveyance of any Excluded Asset or Transferred Asset, or acceptance or assumption of any Excluded Liability required by this Agreement to be so transferred, conveyed, accepted or assumed would, without the Consent of any third party (including any Governmental Entity), constitute a breach or other contravention of the rights of such third party, be ineffective with respect to any party to an agreement concerning such asset or Liability, or in any material way adversely affect the rights of Seller or any Company, then the Parties shall use their respective reasonable best efforts to obtain such Consent; provided, however, that the Parties shall not be required to pay or commit to pay any amount to (or relinquish any rights (other than rights a Party is assigning another Party hereunder) or incur any obligation in favor of) any person from whom any such Consent may be required (other than nominal filing or application fees).

 

(b)  If and to the extent that the transfer or conveyance of any Excluded Asset or Transferred Asset, or the acceptance or assumption of any Excluded Liability required by this Agreement to be so transferred, conveyed, accepted or assumed would result in a violation of Applicable Law or would, without the Consent of any third party (including any Governmental Entity), constitute a breach or other contravention of the rights of such third party, be ineffective with respect to any party to an agreement concerning such Excluded Asset or Excluded Liability, or in any material way adversely affect the rights of Seller or any Company, then notwithstanding any other provision hereof, the transfer or conveyance of such Excluded Asset or the acceptance or assumption of such Excluded Liability will automatically be deferred, and no transfer, conveyance, acceptance or assumption (as applicable) shall occur until all legal or contractual impediments are removed or such Consent has been obtained.  Any Transferred Asset, Excluded Asset or Excluded Liability the transfer, conveyance, acceptance or assumption (as applicable) of which has been so deferred will be subject to Section 1.07(c).  As and when such legal or contractual impediments are removed or such Consent has been obtained, the Parties shall use reasonable best efforts to promptly effect the transfer, conveyance, acceptance or assumption (as applicable) of such Transferred Asset, Excluded Asset or Excluded Liability; provided, however, that the Parties shall not be required to pay or commit to pay any amount to (or relinquish any rights (other than rights a Party is assigning another Party hereunder) or incur any obligation in favor of) any person from whom any such Consent may be required (other than nominal filing or application fees).  Any transfer, conveyance, acceptance or assumption made pursuant to this Section 1.07(b) after the Closing shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Closing, except as otherwise required by Applicable Law or a Final Determination.

(c)  In the event that any transfer, conveyance, acceptance or assumption (as applicable) of any asset or Liability required by this Agreement to be so transferred, conveyed, accepted or assumed has not been completed effective as of the Closing, the Party retaining such asset or Liability shall thereafter hold such asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) or retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement (as applicable), and take such other actions as may be reasonably requested by the Party to which such asset should have been transferred or conveyed, or by whom such Liability should have been assumed or accepted, as the case may be, in order to place such Party, insofar as reasonably possible without infringing upon the legal rights of any third party or violating any Applicable Law, in the same position as would have existed had such asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as contemplated by this Agreement, including possession, use, risk of loss, potential for gain and control over such asset or Liability.  The Party retaining any such asset or Liability shall not be obligated by this Agreement, in connection with this Section 1.07(c), to expend any money or take any action that would require the expenditure of money unless and to the extent the Party entitled to such asset or the Party intended to assume such Liability advances or agrees to reimburse it for the necessary funds, interest or other equity interest.

 

(d)  The Parties acknowledge that, notwithstanding anything in this Agreement to the contrary, the deferral of the transfer or conveyance of any asset or the acceptance or assumption of any Liability, or the failure to transfer or convey any asset, or accept or assume any Liability, pursuant to Section 1.07(b) hereof, or any circumstances resulting from any of the foregoing, shall not, individually or in the aggregate, constitute a breach of any representation or warranty under any of the Transaction Documents or a failure of any condition under any of the Transaction Documents.  For the avoidance of doubt, nothing in this Section 1.07(d) or Section 1.07(b) shall relieve the Parties of their respective obligations under Section 1.07(a), Section 1.07(c) or Section 5.03.

 

Except as (A) set forth in the Schedules (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such Schedules relates; provided, however, that any matter disclosed with respect to any Section or subsection shall be deemed disclosed for all purposes of any other Section or subsection to the extent such matter is disclosed in such a way as to make its relevance to the information called for by such other Section or subsection readily apparent) or (B) expressly and specifically disclosed in any Seller Filed SEC Document, other than disclosure contained in the “Risk Factors” or “Forward-Looking Statements” sections in such Seller Filed SEC Documents, Seller hereby represents and warrants to Purchaser, as of the date of this Agreement, as follows (provided that, for the avoidance of doubt, no representation or warranty is made in this Agreement with respect to the Excluded Assets):

 

SECTION 3.01.  Organization and Standing.  (a)  Each of the Companies is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, which jurisdiction is set forth in Schedule 3.01.  Each of the Companies has full limited liability company power and authority to own, lease or otherwise hold its properties and assets and to carry on the Post Business as conducted as of the date of this Agreement in all material respects.  Each of the Companies is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the conduct or nature of the Post Business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect or a Seller Material Adverse Effect.

 

 

 

 

(b)  Seller has made available to Purchaser true and complete copies of the organizational documents of each Company, in each case as amended through the date of this Agreement. The organizational documents of each Company are in full force and effect, and each Company is not in violation of its organizational documents.

 

(c)  The books, records and files of each Company are, when taken as a whole, complete and correct in all material respects and have been maintained in accordance with Seller’s customary business practices.

 

SECTION 3.02.  Capitalization of the Companies.  (a)  Except for the Securities, all of which are owned of record and beneficially by Seller, there are no shares of capital stock or other equity interests of any Company issued, reserved for issuance or outstanding as of the date of this Agreement.  Schedule 3.02(a) sets forth for each Company the amount of its authorized, issued and outstanding equity interests as of the date of this Agreement.  The Securities are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the laws of the jurisdiction in which the applicable Company is organized, the organizational documents of the applicable Company or any Contract to which the applicable Company is a party or otherwise bound.  There are not any bonds, debentures, notes or other indebtedness of any Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Securities may vote (“Voting Debt”).  There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which any Company is a party or by which any of them is bound (i) obligating any Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, any Company or any Voting Debt or (ii) obligating any Company to issue, grant or enter into any such option, warrant, right, security, commitment, Contract, arrangement or undertaking.  There are not any outstanding contractual obligations of any Company to repurchase, redeem or otherwise acquire any equity interests in any Company.  There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or sale or transfer of any of the Securities or any other equity interests of any Company.

 

(b)  Except as set forth in Schedule 3.02(b), no Company as of the date of this Agreement owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest. No Company has any current or prospective binding obligation to form, or make any capital contribution to or future investment in, any person.

 

 

 

 

SECTION 3.03.  No Conflicts; Consents.  The execution and delivery by Seller and the Companies of this Agreement and the other Transaction Documents to which each is a party do not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby and compliance by Seller and the Companies with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any Company under, any provision of (i) the organizational documents of any Company, (ii) any Contract to which any Company is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to any Company or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect.  No Consent of, or registration, declaration or filing with, or notification to, any Governmental Entity or any other person is required to be obtained or made by or with respect to any Company in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents or the consummation of the Acquisition or the other transactions contemplated hereby and thereby, other than (1) compliance with and filings under the HSR Act, (2) compliance with and filings required under any applicable U.S. state or Federal securities or “blue sky” laws, (3) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the other Transaction Documents and (4) such other Consents, registrations, declarations, filings or notifications the failure of which to be obtained or made, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect.

 

SECTION 3.04.  Financial Information; Undisclosed Liabilities.  (a)  Seller has delivered to Purchaser the financial statements and other financial information set forth on Schedule 3.04(a) (the “Financial Information”).  The Financial Information was derived from Seller’s historical financial information and fairly presents in all material respects the financial position, results of operations and cash flows, as applicable, of the division or Company indicated as of the respective dates thereof and for the respective periods indicated (it being acknowledged that the Financial Information also reflects Excluded Assets and Excluded Liabilities).

 

(b)  As of the date of this Agreement, the Companies do not have any material Liability that is not disclosed on, reflected or reserved against in the most recent balance sheet information included in the Financial Information, other than Liabilities (i) incurred by the Companies after the date of the Financial Information in the ordinary course of business consistent with past practice or (ii) incurred directly in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby.

 

 

 

 

SECTION 3.05.  Sufficiency.  As of the Closing, the assets held by the Companies that will be transferred to Purchaser in the Acquisition will (i) constitute all of the assets of Seller and its subsidiaries that are primarily used or held primarily for use in the Post Business (excluding, for the avoidance of doubt, the Excluded Assets) and (ii) when taken together with the services and benefits available to Purchaser under the other Transaction Documents, comprise all of the material assets, including all material tangible personal property and Intellectual Property, reasonably necessary for the operation of the Post Business as conducted as of the date of this Agreement.

 

SECTION 3.06.  Assets Other than Real Property Interests or Intellectual Property.  (a)  Each Company has good, valid and marketable title to, or in the case of leased assets, good and valid leasehold interests in, all the material assets (other than Excluded Assets) reflected on the applicable balance sheet included in the Financial Information or thereafter acquired, other than assets disposed of since the date of such balance sheet in the ordinary course of business consistent with past practice, in each case free and clear of all mortgages, liens, security interests, charges, easements, leases, subleases, covenants, rights of way, options, claims, restrictions or encumbrances of any kind (collectively, “Liens”), except (i) such Liens as are set forth in Schedule 3.06, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business consistent with past practice, (iii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice, (iv) Liens for Taxes that are not due and payable or that may thereafter be paid without penalty, and (v) other imperfections of title or encumbrances, if any, that, individually or in the aggregate, do not materially impair, and are not reasonably likely to materially impair, the continued use and operation of the assets to which they relate in the conduct of the Post Business as conducted as of the date of this Agreement (the Liens described above, together with the Liens described in clauses (ii) through (v) of Section 3.07(a), collectively, “Permitted Liens”).

(b)  This Section 3.06 does not relate to real property or interests in real property or to Intellectual Property.

 

SECTION 3.07.  Real Property.  (a)  Schedule 3.07(a) sets forth, as of the date of this Agreement, a complete list of all real property and interests in real property owned in fee by any Company, other than the Excluded Real Estate, specifying for each parcel of Owned Property, the street address or property description and the name of the fee owner of such parcel of Owned Property (each, an “Owned Property”).  A Company has good and insurable fee title to all Owned Property, in each case free and clear of all Liens, except (i) Liens described in clauses (ii) through (v) of Section 3.06(a), (ii) such Liens as are set forth in Schedule 3.07, (iii) leases, subleases and similar agreements set forth in Schedule 3.07, (iv) zoning, building code and other similar restrictions, (v) Liens that have been placed by any developer or other third party on property over which the applicable Company has easement rights and subordination or similar agreements relating thereto and (vi) both (A) any conditions that would be shown by a current, accurate survey or physical inspection of any Owned Property made prior to the date of this Agreement and (B) recorded or unrecorded easements, agreements, covenants, rights-of-way and other similar restrictions, provided that none of the items set forth in subclauses (A) and (B) above, individually or in the aggregate, materially impairs or is reasonably likely to materially impair the continued use and operation of the Owned Property to which they relate in the conduct of the Post Business as conducted as of the date of this Agreement.  There are no rights of first refusal or options to purchase in effect with respect to all or any part of the Owned Property which, if exercised, would be reasonably likely to have a Company Material Adverse Effect.

 

 

 

(b)  Schedule 3.07(b) sets forth, as of the date of this Agreement, a complete list of (i) all real property and interests in real property leased by any Company for annual lease payments in excess of $200,000 for the 2012 calendar year (or, in the case of leases commencing in 2012 or 2013, the first calendar or lease year of the term of such leases), (ii) all real property and interests in real property for which any Company is a tenant under multiple leases where the landlord is the same entity, the real property and interests in real property are operated as an integrated facility in a single building or adjacent buildings and the aggregate rent across all such leases exceeds $200,000 for the 2012 calendar year (or, in the case of leases commencing in 2012 or 2013, the first calendar or lease year of the term of such leases) and (iii) all real property and interests in real property leased by any foreign correspondent or other employee of a Company for annual lease payments in excess of $200,000 for the 2012 calendar year (or, in the case of leases commencing in 2012 or 2013, the first calendar or lease year of the term of such leases) for which a Company has agreed to reimburse such foreign correspondent or other employee (each, a “Leased Property”), and identifies any leases, subleases or license agreements for the Leased Property under which a Company is the tenant (collectively, but excluding the Office Lease Agreement and the RTW Lease Agreement, the “Real Property Leases”), specifying, for each Real Property Lease, the date thereof, the original parties thereto (and, as applicable, in the event an assignment to which a Company is a party or as to which a Company has received written notice has occurred, the name of the current tenant thereof) and the date of any amendments or supplements thereto, as well as the address or location of each Leased Property.  As used in the preceding sentence, “annual lease payments” are intended to exclude taxes, utility charges, insurance premiums or other amounts payable to third parties other than the landlord of the Leased Property, whether or not the applicable Real Property Lease characterizes such amounts as rent.  Each Real Property Lease is in full force and effect, one of the Companies is in possession of the Leased Property demised thereunder, and in the 12 months preceding the date of this Agreement, none of the Companies has received written notice that it is in breach or default in any material respect under such Real Property Lease except for notices with respect to breaches or defaults that have been cured.  To the knowledge of Seller, no other party to such Real Property Lease is in material default thereunder.

 

(c)  Schedule 3.07(c) sets forth, as of the date of this Agreement, a complete list of all real property and interests in real property leased by any Company as a landlord or sublandlord to a person other than a Company for annual lease payments in excess of $200,000 for the 2012 calendar year (or, in the case of leases commencing in 2012 or 2013, the first calendar or lease year of the term of such leases) and identifies any leases, subleases, licenses and other agreements relating to the use or occupancy of such real property interests by such person (collectively, “Tenant Leases”), specifying, for each Tenant Lease, the date thereof, the original parties thereto (and, as applicable, in the event an assignment to which a Company is a party or of which a Company has received written notice has occurred, the name of the current tenant thereof) and the date of any amendments or supplements thereto, as well as the address or location of each such interest in real property.

 

 

 

 

(d)  True and complete copies of each Real Property Lease and each Tenant Lease have been made available to Purchaser.

 

(e)  In the 12 months preceding the date of this Agreement, neither Seller nor any Company has received written notice of any condemnation, eminent domain or similar proceedings against all or any material portion of an Owned Property by any Governmental Entity.

 

SECTION 3.08.  Intellectual Property.  (a)  Schedule 3.08(a)(i) sets forth, as of the date of this Agreement, a true and complete list (including the current owner) of all registrations and applications for registration (other than domain names) included in the Post Intellectual Property, that are material to the conduct of the Post Business as conducted as of the date of this Agreement. The Companies exclusively own the Post Intellectual Property, free and clear of any Liens other than Permitted Liens and non-exclusive licenses granted in the ordinary course of business consistent with past practice. Following the Closing, after giving effect to the assignments contemplated by the Transaction Documents, each Company will own or have the right to use under the Background License, the Transition Services Agreement, the Trove Services Agreement and the Content Sharing Agreement, all Intellectual Property owned by Seller and its subsidiaries that is material to the conduct of the Post Business as conducted as of the date of this Agreement. To the knowledge of Seller, (x) all pending applications set forth on Schedule 3.08(a)(i) are pending without challenge (other than any office actions in the ordinary course which may have been issued by the U.S. Patent and Trademark Office or its foreign equivalent) and (y) all registered applications set forth on Schedule 3.08(a)(i) that are material to the conduct of the Post Business as conducted as of the date of this Agreement are valid and enforceable in those jurisdictions in which they have been registered.  Following the Closing, after giving effect to the assignments contemplated by the Transaction Documents, the Companies will have the right to use all domain names material to the conduct of the Post Business as conducted as of the date of this Agreement, including the domain names set forth on Schedule 3.08(a)(ii), as URLs, and the consummation of the Acquisition and the other transactions contemplated hereby does not and will not conflict with, alter or impair any such rights.

 

(b)  Except as set forth on Schedule 3.08(b), to the knowledge of Seller, the operation of the Post Business as conducted as of the date of this Agreement does not misappropriate or infringe or otherwise violate any Intellectual Property rights of any person, other than would not give rise to any material liability of the Companies.  Seller has not received any written notice of claims that are pending or threatened, in each case during the 24 months preceding the date of this Agreement, against Seller or any Company by any person that (i) allege any Post Intellectual Property used by any Company or the conduct of the Post Business misappropriates or infringes or otherwise violates the Intellectual Property of another person or (ii) challenge the validity, enforceability or ownership of any Post Intellectual Property.  To the knowledge of Seller, there is no continuing infringement as of the date of this Agreement by any other person of any material Post Intellectual Property.

 

 

 

 

(c)  The Companies have at all times since January 1, 2010 complied in all material respects with all Applicable Laws relating to privacy, data protection and the collection and use of personal information and user information gathered or accessed in the course of the operations of the Post Business.  Each Company has at all times since January 1, 2010 complied in all material respects with all rules, policies and procedures established by such Company from time to time with respect to the foregoing.  No legal claims or material complaints have been asserted or, to Seller’s knowledge, threatened against a Company by any person or entity alleging a violation of such person’s or entity’s privacy, personal or confidentiality rights under any such laws, regulations, rules, policies or procedures.  To Seller’s knowledge, there has not been any theft, compromise or material loss of any such personal or confidential information.

 

(d)  In this Agreement:

 

 

 

 

 

SECTION 3.09.  Contracts.  (a)  Schedule 3.09 sets forth each of the following (x) by which any Company is bound as of the date of this Agreement or (y) that primarily relates to the Post Business and by which a member of the Seller Group is bound as of the date of this Agreement:

 

 

 

 

 

(b)  All Contracts set forth in Schedule 3.09 (the “Company Contracts”) are valid, binding and in full force and effect and are enforceable by the applicable Company in accordance with their terms.  The applicable Company has performed in all material respects all obligations required to be performed by it through the date of this Agreement under the Company Contracts, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder and, to the knowledge of Seller, no other party to any Company Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder.  None of Seller and the Companies has received during the 12 months preceding the date of this Agreement any notice of the intention of any party to terminate any Company Contract.  Complete and correct copies of all Company Contracts, together with all amendments thereto, have been made available to Purchaser.

 

 

 

 

SECTION 3.10.  Permits.  (a)  During the 12 months preceding the date of this Agreement, none of Seller and the Companies has received notice of any Proceeding relating to the revocation or modification of any certificate, license, permits, franchise, authorization or approval issued or granted by any Governmental Entity (“Permit”) that is material to the conduct of the Post Business as conducted as of the date of this Agreement.  None of the material Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby.

 

(b)  The Companies validly hold and possess all Permits to own or hold under lease and operate their respective assets and to conduct the Post Business as conducted as of the date of this Agreement, other than such Permits the lack of which, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect, and the applicable Company has complied in all material respects with all terms and conditions of all such Permits.

 

(c)  The provisions of Section 3.10(b) do not apply to Permits that may be required under any Environmental Law.

SECTION 3.11.  Taxes.  (a)  Each Company has filed or caused to be filed when due in accordance with Applicable Law (taking into account any applicable extensions) all material Tax Returns required to be filed.  Such Tax Returns are complete and accurate in all material respects.  Each Company has timely paid all material Taxes required to be paid by such Company in accordance with Applicable Law, unless such Taxes are being contested in good faith.

 

(b)  There are no Liens for Taxes with respect to any of the material assets or properties of any Company other than Liens for Taxes that are not due and payable or that may thereafter be paid without penalty.

 

(c)  There are no ongoing audits, actions, suits, proceedings, or investigations, and no claims are outstanding, by any Taxing Authority involving material Taxes of any Company and, as of the date of this Agreement, no written notice or written threat of such a claim, audit, action, suit, proceeding or investigation has been received by any Company.

 

(d)  There are no outstanding agreements or waivers extending the statutory period of limitation for the assessment and collection of any material Taxes of any Company for which Purchaser may be responsible under this Agreement.

 

 

 

 

(e)  To the knowledge of Seller, the Companies have not engaged in any “listed transaction” as defined in Treasury Regulation Section 1.6011-4(b)(2).

 

(f)  Each of the Companies is disregarded as an entity separate from its owner for U.S. Federal income Tax purposes.

 

SECTION 3.12.  Proceedings.  There is no pending or, to the knowledge of Seller, threatened Proceeding against any Company that, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect.  None of the Companies is a party or subject to or in default under any Judgment, other than for such Judgments that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect.  As of the date of this Agreement, there is not any Proceeding or claim by any Company pending, or which any Company intends to initiate, against any other person, other than claims of $200,000 or less.  This Section 3.12 does not relate to matters with respect to Taxes or Intellectual Property.

 

SECTION 3.13.  Benefit Plans.  (a)  Schedule 3.13(a)(i) sets forth a complete and accurate list of each Benefit Plan.  Schedule 3.13(a)(ii) sets forth a complete and accurate list of each Benefit Agreement.

 

(b)  With respect to each material Benefit Plan and each material Benefit Agreement, as of the date of this Agreement, Seller has delivered or made available complete and accurate copies of such Benefit Plan (or a written description thereof, with respect to each unwritten Assumed Benefit Plan) or Benefit Agreement (or a representative form thereof and copies of each Assumed Benefit Agreement differing materially from such form), including any amendment thereto.  With respect to each material Assumed Benefit Plan and each material Assumed Benefit Agreement, as of the date of this Agreement, Seller has delivered or made available complete and accurate copies of (i) each trust, insurance, annuity or other funding Contract related thereto, (ii) the most recent summary plan description and any summary of material modifications (if any) prepared for such Benefit Plan, (iii) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto, (iv) the most recent determination or opinion letter from the Internal Revenue Service (“IRS”) and (v) the most recent annual report on Form 5500 required to be filed with the IRS with respect thereto (if any).

 

(c)  Each Assumed Benefit Plan and each Assumed Benefit Agreement (and any related trust or other funding vehicle) has been administered in accordance with its terms and is in compliance with ERISA, the Code and all other Applicable Laws, except for instances of noncompliance that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect.  Each of the Companies and, to the extent applicable, each member of the Seller Group, is in compliance with ERISA, the Code and all other Applicable Laws applicable to Assumed Benefit Plans and Assumed Benefit Agreements and the terms of all Collective Bargaining Agreements, except for instances of noncompliance that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect.

 

 

 

 

(d)  Schedule 3.13(d) sets forth, as of the date of this Agreement, each Assumed Benefit Plan that provides health, medical, life insurance or death benefit (whether or not insured) with respect to Post Business Employees (or any of their beneficiaries) after retirement (other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other Applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)) (the “Post-Retirement Welfare Plans”).

 

(e)  None of the execution and delivery of this Agreement or the consummation of the Acquisition or any other transaction contemplated by this Agreement (alone or in conjunction with any other event) will (i) entitle any Post Business Employee to any material compensation or benefit, (ii) materially increase the amount of compensation or benefits due to any Post Business Employee or (iii) accelerate the time of payment or vesting, or trigger any payment or funding, of any material compensation or benefits or trigger any other obligation under any material Assumed Benefit Plan or material Assumed Benefit Agreement, except, in each case, for arrangements for which the Seller Group shall be solely liable.  No Assumed Benefit Plan and no Assumed Benefit Agreement would result in the payment (whether in connection with a termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code as a result of the transactions contemplated by this Agreement.

(f)  With respect to each Assumed Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code or under any law or regulation of any foreign jurisdiction or governmental agency, such plan so qualifies, its trusts (if any) are exempt from taxation under Section 501(a) of the Code (or the comparable provisions of any law or regulation of any foreign jurisdiction or governmental agency) and the consummation of the transactions contemplated by this Agreement will not adversely affect such qualification or exemption; (ii) there are no pending or threatened claims against, by or on behalf of any Assumed Benefit Plans or the assets, fiduciaries or administrators thereof (other than routine claims for benefits); (iii) no breaches of fiduciary duty under which the Company or a fiduciary could reasonably be expected to incur a material liability have occurred; (iv) no non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred; (v) no Lien imposed under the Code, ERISA or any foreign law exists; and (vi) all premiums and expenses to or in respect of such Assumed Benefit Plan have been timely paid in full or, to the extent not yet due, have been adequately accrued on Seller’s consolidated financial statements; except, in the case of each of (i), (ii), (iii), (iv), (v) and (vi), as could not reasonably be expected to give rise to any material liability to the Companies or the Purchaser.

 

(g)  Except as set forth on Schedule 3.13(g), no Assumed Benefit Plan, nor any Company or any Commonly Controlled Entity with respect to any Assumed Benefit Plan, is under audit or is the subject of an audit or investigation by the IRS, the U.S. Department of Labor, the PBGC or any other federal or state governmental agency or any foreign Regulatory Agency, nor is any such audit or investigation pending or, to the knowledge of the Company, threatened, except as could not reasonably be expected to give rise to any material liability to the Companies or the Purchaser.

 

 

 

 

SECTION 3.14.  Absence of Changes or Events.  Since December 31, 2012, there has not been any change, event or occurrence that has had or is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.  From December 31, 2012 to the date of this Agreement, the Post Business has been conducted in the ordinary course consistent with past practice.  From December 31, 2012 to the date of this Agreement, none of the Companies has taken any of the following actions or omitted to take any of the following actions, in each case, with respect to the Post Business, other than actions in the ordinary course consistent with past practice:

 

(a)  materially increased the compensation payable or to become payable or the benefits provided to any Post Business Employee, except (A) for increases for which Seller shall be solely liable or (B) as required by Applicable Law or any Benefit Plan, Benefit Agreement, Collective Bargaining Agreement or other Contract;

 

(b)  adopted, established or entered into any new material Assumed Benefit Plan or material Assumed Benefit Agreement, or materially amended any existing Assumed Benefit Plan or Assumed Benefit Agreement;

 

(c)  materially amended or terminated any Contract listed or required to be listed on Schedule 3.09 or any Collective Bargaining Agreement;

 

(d)  sold, leased or disposed of any assets material to the Post Business (other than any Excluded Assets), in any single transaction or series of related transactions;

 

(e)  made any amendment to the organizational documents of any Company;

 

(f)  cancelled any indebtedness owed to a Company or waived any claims or rights of a Company;

 

(g)  adopted any plan of merger, consolidation, reorganization, liquidation or dissolution with respect to, or filed a petition in bankruptcy under any provisions of Federal or state bankruptcy law or consented to the filing of any bankruptcy petition against, any Company under any similar law;

 

(h)  (i) made or changed any material Tax election relating solely to a Company or (ii) settled or compromised any material Tax liability of a Company, but, in each case, only to the extent such action would reasonably be expected to have a significant effect on Purchaser or any Company;

 

 

 

 

(i)  terminated, abandoned, canceled, let lapse, failed to continue to prosecute or renew, sold, transferred or otherwise disposed of any material Post Intellectual Property;

 

(j)  made or committed to make any material capital expenditures to be made following the Closing, or failed to make any material capital expenditure, in either case in a manner inconsistent with the annual budget for the Post Business provided to Purchaser; and

 

(k)  other than transactions in connection with Section 1.06, made any loans, advances or capital contributions to, or investments in, any other person (other than a Company).

 

SECTION 3.15.  Compliance with Applicable Laws.  The Companies are, and have been since January 1, 2010, in compliance with all Applicable Laws, except for instances of noncompliance that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect.  None of Seller and the Companies has received any written communication or notice during the past 12 months from any Governmental Entity that alleges that any Company is not in compliance in any material respect with any Applicable Law.  This Section 3.15 does not relate to Applicable Laws relating to Tax, to any notices or communications from, or allegations by, a Taxing Authority, or to environmental matters.

 

SECTION 3.16.  Environmental Matters.  (a)  Except for matters that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect, (i) to the knowledge of Seller, the Companies are and, since January 1, 2008, have been in compliance with all Environmental Laws and Environmental Permits; (ii) the Companies hold all Environmental Permits required for the Companies to conduct the Post Business as conducted as of the date of this Agreement; (iii) none of Seller and the Companies has received any written communication or notice during the past 12 months from any Governmental Entity that alleges that any Company is not in compliance with or has any liability under Environmental Law; (iv) none of the Companies is a party or is subject to or in default under any Judgment pursuant to any Environmental Law; (v) there is no pending or, to the knowledge of Seller, threatened Proceeding against any Company pursuant to any Environmental Law with respect to the Post Business; (vi) none of Seller and the Companies has received any written notice in the past three years or that otherwise remains unresolved that alleges that any Company has actual or potential liability pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act or any similar state or local Environmental Law, in each case with respect to the Post Business; and (vii) to the knowledge of Seller, no Hazardous Materials are present in soil or groundwater (other than such presence that is the subject of a no further action letter or that has received similar closure from an applicable Governmental Entity with jurisdiction over the matter) at, in, on or under any Owned Properties or any real properties that are the subject of the Real Property Leases at levels or in concentrations that require any investigation, cleanup or other remedial action (“Remedial Action”) pursuant to any Environmental Law.

 

 

 

 

(b)  To the knowledge of Seller, Seller has provided or made available to Purchaser or its consultant copies of all material written environmental assessments, audits, investigations, and sampling, monitoring or remediation reports conducted since January 1, 2008 and in the possession of Seller or the Companies identifying or addressing the release or presence of, or exposure to, any Hazardous Materials at any Owned Properties or at any real properties that are the subject of the Real Property Leases that would reasonably be expected to result in a liability or obligation of any Company pursuant to Environmental Law.

 

SECTION 3.17.  Labor Matters.  (a)  Schedule 3.17(a) sets forth a complete and accurate list of all collective bargaining or other labor union Contracts applicable to any Post Business Employees (the “Collective Bargaining Agreements”), including two Collective Bargaining Agreements that have expired but remain subject to the statutory duty to bargain.  Seller has made available to Purchaser copies of such Collective Bargaining Agreements.  None of the Companies has breached or otherwise failed to comply with any provision of any Collective Bargaining Agreement, except for any breach that, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect.  As of the date of this Agreement, there is no (a) unfair labor practice charge or complaint or other proceeding pending or, to the knowledge of Seller, threatened against any Company before the National Labor Relations Board or any similar sovereign state or local agency or (b) labor strike, slowdown, work stoppage or lockout pending, or, to the knowledge of Seller, threatened, against or affecting any Company, nor has there been any such activity within the past 12 months, except, in the case of each of clauses (a) and (b), for any such action, conduct, practice or proceeding that, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect.  The Companies are, and have been since January 1, 2010, in compliance with all Applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, immigration, visa, work status, pay equity and workers’ compensation, except for instances of noncompliance that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect.

 

(b)  In the three years prior to the date hereof, no Company has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar Applicable Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Companies or (ii) a “mass layoff” (as defined in the WARN Act or any similar Applicable Law) affecting any site of employment or facility of the Companies.

 

SECTION 3.18.  Intercompany Advances and Debt.  Immediately following the Closing, no Company shall be party to, or liable under, any Intercompany Agreement or Intercompany Account other than the Intercompany Agreements and Intercompany Accounts set forth on Schedule 1.06.

 

SECTION 3.19.  Finder’s Fees.  Except for Allen & Company LLC, whose fees and expenses will be paid by Seller, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller or any Company who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

 

(ii)  Prior to the date hereof, Seller and Purchaser jointly engaged Bond & Pecaro, Inc. to conduct an appraisal of the assets of the Companies (the “Initial Appraisal”).  The fees and expenses of Bond & Pecaro, Inc. shall be borne equally by Seller and Purchaser.  If within 30 days of receiving the Initial Appraisal, Seller or Purchaser notifies the other Party in writing of any objections to one or more items reflected in such Initial Appraisal, Seller and Purchaser shall negotiate in good faith to resolve such dispute.  If neither Party objects within 30 days of receiving the Initial Appraisal, or upon resolution of any disputed items by Seller and Purchaser, the Initial Appraisal (as amended to reflect any such resolution) shall be the “Final Appraisal”.  If Seller and Purchaser fail to resolve any dispute within 30 days of either Party objecting to the Initial Appraisal, then there shall be no Final Appraisal  and, therefore, no Agreed Price Allocation (as defined below) and each Party shall use its own allocation as each such Party shall deem appropriate.

 

(iii)  In the event there is a Final Appraisal, within 10 days of obtaining such Final Appraisal, Seller shall deliver to Purchaser a statement (the “Proposed Allocation Statement”) allocating the Purchase Price (increased by any liabilities deemed assumed by Purchaser for U.S. Federal income Tax purposes and any other items to the extent properly taken into account under Section 1060 of the Code) among the assets treated as acquired by Purchaser for U.S. Federal income Tax purposes pursuant to this Agreement in accordance with the Final Appraisal and Section 1060 of the Code.  If within 10 days after receipt of the Proposed Allocation Statement, Purchaser notifies Seller in writing that it objects to one or more items reflected in the Proposed Allocation Statement, Purchaser and Seller shall negotiate in good faith to resolve such dispute.  If Purchaser does not so object within 10 days of its receipt of the Proposed Allocation Statement, or upon resolution of the disputed items by Purchaser and Seller, the allocation reflected on the Proposed Allocation Statement (as such may have been adjusted) shall be the “Agreed Price Allocation”.  If Seller and Purchaser fail to resolve any dispute within 10 days of Purchaser objecting to the Proposed Allocation Statement, then there shall be no Agreed Price Allocation and each Party shall use its own allocation as each such Party shall deem appropriate consistent with the Final Appraisal.

 

 

 

 

(iv)  In the event there is an Agreed Price Allocation:

 

(b)  Purchaser acknowledges that the Companies may possess information relating to the other operations of the Seller Group (including the Excluded Assets). After the date hereof, to the extent Purchaser or any Company locates any material confidential information relating exclusively to the Seller Group, Purchaser shall, and shall cause the applicable Company to, if reasonably practicable, return such information to Seller. In the event that any such information cannot reasonably be segregated from other information of the Companies, Purchaser shall, and shall cause the Companies to, preserve the confidential nature of such information in accordance with Section 5.02 and provide access to such information to Seller and its employees and other representatives in accordance with Section 5.01.

Term	Section
2013 Bonus	6.06(a)
2013 Bonus Arrangements	6.06(a)
Accrued Liability	6.03(d)
Acquisition	1.01
Active Employees	6.01
Agreed Price Allocation	5.05(a)(iii)
Agreement	Preamble
Applicable Law	2.03
Background License	1.04(a)(v)(E)
Closing	1.02
Closing Balance Sheet	1.05(b)
COBRA	6.02(d)
Collective Bargaining Agreements	3.17(a)
Companies	Preamble
Company	Preamble
Company Contracts	3.09(b)

 

 

 

 

Term	Section
Consent	2.03
Content Sharing Agreement	1.04(a)(v)(H)
Continuation Coverage	6.02(a)
Continuation Period	6.01
Contract	2.03
DB SERP Participants	6.05
EPC	Preamble
Estimated Cash	1.05(a)
Estimated Indebtedness	1.05(a)
ETL	Preamble
Exchange Act	2.06
Final Appraisal	5.05(a)(ii)
Financial Information	3.04(a)
FSA Amounts	6.02(c)
Fundamental Purchaser Representations and Warranties	7.03(b)(i)
Fundamental Seller Representations and Warranties	7.02(b)(i)
Gap Period	6.03(c)
Governmental Entity	2.03
GWP	Preamble
Health Reimbursement Account	6.02(a)
HSR Act	2.03
indemnified party	7.06(a)
Initial Appraisal	5.05(a)(ii)
Intellectual Property	3.08(d)(i)
Intellectual Property Transfer Agreement	1.04(a)(v)(G)
Intercompany Accounts	1.06
Intercompany Agreements	1.06
IRS	3.13(b)
Judgment	2.03
Leased Property	3.07(b)
Liens	3.06(a)
Long-Term Incentive Awards	6.10
Losses	7.01(a)
Newly Eligible Participants	6.02(a)
Objections Statement	1.05(b)
Office Lease Agreement	1.04(a)(v)(C)
Owned Property	3.07(a)
PBO	6.03(d)
Pension Liability Amount	6.03(d)
Pension Transfer Date	6.03(b)
Permit	3.10(a)
Permitted Liens	3.06(a)
PNM	Preamble
Post Intellectual Property	3.08(d)(ii)

 

 

 

 

Term	Section
Post Marks	3.08(d)(iii)
Post-Retirement Welfare Plans	3.13(d)
Preliminary Statement	1.05(b)
Premium Amounts	6.02(c)
Pro Rata Portion	6.06(a)
Proceeding	2.04
Proposed Allocation Statement	5.05(a)(iii)
Purchase Price	1.01
Purchaser	Preamble
Purchaser Indemnitees	7.01(a)
Purchaser Material Adverse Effect	4.03
Purchaser Pension Plan	6.03(a)
Purchaser Pension Plan Trust	6.03(a)
Purchaser SERP	6.05
Purchaser Welfare Plans	6.02(d)
Purchaser’s 401(k) Plan	6.04
Purchaser’s Cafeteria Plan	6.02(b)
Real Property Leases	3.07(b)
Records	5.08(a)
Refund	5.05(d)
Remedial Action	3.16(a)
Retained Employees	1.03(a)
RTW	Preamble
RTW Lease Agreement	1.04(a)(v)(D)
Schedules	Article II
SEC	Article II
Securities	Recitals
Securities Act	2.06
Seller	Preamble
Seller DB SERP	6.05
Seller Deferred Compensation Plan	6.09
Seller Filed SEC Documents	Article II
Seller Indemnitees	7.01(b)
Seller Material Adverse Effect	2.03
Seller Pension Plan	6.03(a)
Seller SEC Documents	2.06
Seller SERP	6.05
Seller’s 401(k) Plan	6.04
Seller’s Cafeteria Plan	6.02(b)
Seller’s Continuation Plans	6.02(a)
Shareholder Approval	2.02
Social Reader License	1.04(a)(v)(B)
Specified Environmental Liabilities	7.02(a)(iv)
Tax Controversy	7.06(d)

 

 

 

 

Term	Section
Tax Proceeding	7.06(d)
Tenant Leases	3.07(c)
Third Party Claim	7.06(a)
Trademark License	1.04(a)(v)(F)
Trademarks	3.08(d)(i)
Transfer Taxes	5.04(b)
Transferred Assets	1.03(a)
Transition Services Agreement	1.04(a)(v)(A)
Trove Services Agreement	1.04(a)(v)(I)
Valuation Firm	1.05(b)
Voting Debt	3.02(a)
WARN Act	3.17(b)
WPC	Preamble