MISCELLANEOUS COVENANTS AND OTHER PROVISIONS. 9.1 Access to Records................................ 50 ----------------- 9.2 Xxxx-Xxxxx-Xxxxxx Filings........................ 50 ------------------------- 9.3 Expenses......................................... 51 -------- 9.4 Public Announcements............................. 51 -------------------- 9.5 Further Assurances............................... 51 ------------------ 9.6 Descriptive Headings, Schedules and Exhibits..... 51 -------------------------------------------- 9.7 Counterparts..................................... 52 ------------ 9.8 Notices.......................................... 52 ------- 9.9 Successors and Assigns........................... 53 ---------------------- 9.10 Law Applicable................................... 53 -------------- 9.11 Entire Agreement................................. 54 ---------------- Schedule 1.2 - Working Capital Adjustment Schedule 1.2(a) - Working Capital Calculation Example Schedule 2.1(b) - Non-Contravention Schedule 2.1(d) - Litigation Schedule 2.1(e) - Material Contracts Schedule 2.1(g) - Employee Benefit Plans Schedule 2.1(h) - Labor and Employment Matters Schedule 2.1(i) - Environmental and Safety Matters Schedule 2.1(k) - Intellectual Property Schedule 2.1(o) - Tax Matters Schedule 2.1(r) - Subsidiaries Schedule 2.1(s) - Undisclosed Liabilities Schedule 2.2(f) - Commitment Letters Schedule 4.1(l) - Employment Agreements Schedule 6.2(a)(iv) - Lease Consents and Indemnifications Schedule 6.2(a)(v) - Litigation Matters EXHIBITS Exhibit - A Plan of Merger Exhibit - B Junior Subordinated Notes Exhibit - C Tax Agreement Exhibit - D Mattress Supply Agreement Exhibit - E Advertising Agreement Exhibit - F Indemnity Agreement Exhibit - G Opinion of McGuire, Woods, Battle & Xxxxxx LLP Exhibit - H Opinion of Xxxxxxxx & Xxxxx Exhibit - I Terms of Stockholders Agreement TRANSACTION AGREEMENT THIS AGREEMENT ("Agreement") made as of the ___ day of May, 1999, by and among Xxxxxx-Xxxxxx Company, a Virginia corporation ("Seller"), Xxxxxx-Xxxxxx Associates, Inc., a Virginia corporation ("Oldco"), and MD Acquisition Corporation, a Virginia corporation ("Buyer"), provides: RECITALS --------
MISCELLANEOUS COVENANTS AND OTHER PROVISIONS. 10.1 Taxes and Prorations. Buyers will be responsible for the payment of any state, Commonwealth, county, city or other local use, transfer or recording taxes, title examinations fees or any other similar taxes or fees applicable to the sale of the Assets provided; however, that Sellers shall pay for the cost of the stamps to be canceled in the originals of the deeds of conveyance of the Real Property and in the originals and the certified copies of any deeds canceling any liens (other than the Permitted Liens) encumbering any of said properties, as well as the recording expenses of such deeds of cancellation of liens (other than the Permitted Liens). All current real property taxes attributable (whether paid or assessed) to the Assets, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Real Property, the Office, the Manufacturing Facility and all payments due under any service or maintenance contracts affecting the Assets, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Real Property, the Office and the Manufacturing Facility which are expressly assumed by Buyers hereunder, if any, shall be prorated as of the Closing Date on a per diem basis. Buyers shall pay on or before the date the same become due, all municipal license taxes due and payable in connection with the operation of the Business (i.e. municipal license taxes for the fiscal year commencing on July 1, 2000 and ending June 30, 2001). Buyers shall credit the purchase price of the Assets with the sum of the prepaid pro-rata portion of the municipal license taxes for the 1999-2000. Sellers shall be solely responsible for any and all taxes imposed as a result of the sale of the Assets. All obligations under contracts listed on Schedule 1.4(d) shall be prorated as of the Closing Date on a per diem basis. All rents and other charges under the Assigned Leases shall be prorated as of the Closing Date. Sellers shall timely notify all providers of utility services to the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, and the Manufacturing Facility to read the applicable meters as of the Closing Date so as to determine the proper charges to be assessed to Sellers and Buyers, respectively, for utility services provided thereto before and after Closing; provided, however, that if the meters are not so read, then such utilities charges shall also be prorated on a per diem basis. Real estate taxes not presently asse...
