TRANSITIONAL SERVICES AND SUPPLY AGREEMENT
THIS TRANSITIONAL SERVICES AND SUPPLY AGREEMENT dated as of July 1,
1999, is made by and among SunSource Inventory Management Company, Inc.
("Seller"), a Delaware corporation, SunSource, Inc., a Delaware corporation, and
SunSource Industrial Services Company, Inc., a Delaware corporation
(collectively "Parent"), The Xxxxxxx Group, Inc., a Delaware corporation
("Xxxxxxx"), Xxxxxx Products, Inc., a Delaware corporation ("Xxxxxx"), and
ACS/SIMCO, Inc. ("Purchaser"), an Illinois corporation. Capitalized terms used
in this Agreement and not otherwise defined herein shall have the meanings given
to them in that certain Asset Purchase Agreement among Seller, Purchaser and
certain related parties, dated as of July 1, 1999 (the "Purchase Agreement").
W I T N E S S E T H:
WHEREAS, Purchaser and Seller have entered into the Purchase Agreement
pursuant to which Purchaser will purchase substantially all of the assets owned
by Seller which are used in the conduct of the Business on the terms, conditions
and provisions contained therein; and
WHEREAS, Purchaser desires to obtain the use of certain facilities and
receive certain support and transition services from Seller and Xxxxxxx on the
terms and subject to the conditions herein contained, and Seller and Xxxxxxx
wish to provide such facilities, support and transition services to Purchaser as
provided herein; and
WHEREAS, Purchaser desires to have the right to purchase certain
inventory from Seller and Parent on the terms and subject to the conditions
herein contained, and Seller and Parent wish to sell such inventory to
Purchaser; and
WHEREAS, Seller desires to have Purchaser act as its agent to sell
certain obsolete inventory and to collect certain doubtful accounts receivable,
and Purchaser is willing to do so on the terms and subject to the conditions set
forth herein; and
WHEREAS, Xxxxxx is willing to guarantee the performance of Purchaser
hereunder subject to the terms and conditions set forth herein; and
WHEREAS, Parent is willing to guarantee the performance of Seller and
Xxxxxxx hereunder subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements herein contained and the consummation of the Purchase Agreement,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:
Section 1. Services Provided by Purchaser. Subject to the terms and
conditions of this Agreement, Purchaser will provide to Seller the following
agency services (the "Purchaser Services"):
(1) Purchaser agrees to undertake the collection of the
existing and future receivables from the accounts owned by Seller and
listed on Schedule 1(a) attached hereto and made a part hereof (the
"Accounts") until the earlier of December 31, 2003 and the date on
which Purchaser's retainage rights under Section 4 have been fully
satisfied. In this regard, Purchaser shall devote not less than the
same efforts as it devotes to its own accounts receivable; provided
that Purchaser shall not be obligated to collect the Accounts and does
not promise or guaranty that the Accounts will be collected. Purchaser
shall credit any payments received from a particular Account against
the oldest invoice outstanding from such Account. No compromise or
settlement of any of the Accounts will be accepted without the prior
written consent of Seller. If, on the date of termination of
Purchaser's obligations hereunder, Purchaser has not collected all of
the Accounts, Purchaser shall so notify Seller and deliver to Seller
all of the information in Purchaser's possession concerning the
uncollected Accounts. Subject to Purchaser's right of retainage
pursuant to Section 4, Purchaser shall pay to Seller all sums collected
with respect to the Accounts. For up to three full calendar months
after the Closing, Purchaser will maintain the Accounts on Purchaser's
FAS PAC computer system, including the Frame Relay Circuits between
Kansas City and the Accounts, and allow Seller's personnel access to
the Business' computer hardware and software to convert the Accounts to
Seller's computer systems. All costs associated with this service will
be charged to Seller.
(2) Purchaser agrees to attempt to sell certain obsolete
inventory not reserved on the Latest Balance Sheet and Closing Balance
Sheet having an aggregate value of $444,445.62, acquired from Seller
pursuant to the Purchase Agreement and described in Schedule 1(b)-I
attached hereto and made a part hereof (the "Obsolete Inventory") until
December 31, 2003 or until such time as Seller directs Purchaser to
scrap any of the Obsolete Inventory. Purchaser shall not sell any item
of Obsolete Inventory for less than the minimum sale price set forth in
Schedule 1(b)-I without Seller's prior written authorization or
approval. Subject to Purchaser's right of retainage under Section 4,
for each item of Obsolete Inventory sold by Purchaser, Purchaser shall
promptly pay to Seller the value of such item of Obsolete Inventory as
shown on Seller's books and records used to determine Closing Tangible
Net Worth ("Purchaser's Cost"). For the first 30 days after the Closing
Date, Xxxxxxx, an affiliate of Seller and subsidiary of Parent, shall
have the right to purchase any of the Obsolete Inventory at Purchaser's
Cost plus a xxxx-up equal to the xxxx-up that Parent or Xxxxxxx would
charge Purchaser under Section 3. Purchaser shall not be obligated to
sell any of the Obsolete Inventory and does not promise or guaranty
that any of the Obsolete Inventory will be sold. To the extent that
Purchaser does not sell all of such Obsolete Inventory by December 31,
2000, Purchaser shall give Seller notice thereof (the "Obsolete
Inventory Notice") and assign, convey and transfer to Seller any
Obsolete Inventory then remaining unsold for no consideration if the
sum to be retained by Purchaser pursuant to Section 4 has been
satisfied and retained in full. If such sum has not been fully
satisfied and retained, then Seller and Parent shall be jointly and
severally liable to pay to Purchaser the difference between $444,445.62
and the value of any unsold Obsolete Inventory (calculated at
Purchaser's Cost) within two business days after the date of
Purchaser's notice thereof. Purchaser and Seller shall track the sale
of the Obsolete Inventory and the proceeds thereof pursuant to the
procedures set forth in Schedule 1(b)-II attached hereto and made a
part hereof. Any Obsolete Inventory currently located at Xxxxxxx'x
Cincinnati, Ohio facility shall remain there and be stored there at no
expense to Purchaser throughout the period of Purchaser's obligations
under this Section 1(b). Any Obsolete Inventory not currently located
at Xxxxxxx'x Cincinnati, Ohio facility shall be stored at Purchaser's
expense until June 30, 2000. At that time, any remaining Obsolete
Inventory shall be shipped to Xxxxxxx'x Cincinnati, Ohio facility or to
such other place as Seller may direct, in each case, at Seller's
expense.
Section 2. Services Provided by Seller and Xxxxxxx. Subject to the
terms and conditions of this Agreement, Seller and Xxxxxxx shall provide to
Purchaser the following facilities, support and transition services
(collectively, the "Seller Services"):
(1) For up to six full calendar months after the Closing Date,
Xxxxxxx will provide Purchaser with (i) the office and warehouse space
in Xxxxxxx'x Cincinnati, Ohio facility previously used by Seller and
Xxxxxxx for the "Xxxxxxx Industrial" division of the Business and (ii)
the ancillary services and personnel previously provided by Xxxxxxx to
Seller, including, but not limited to, access to computer terminals and
computer programs serving Seller's Business (such as inventory
monitoring and billing programs) and shipping and support personnel to
the extent desired by Purchaser. Seller will charge Purchaser for the
Seller Services at the rates set forth in Schedule 2(a) attached hereto
and made a part hereof. Purchaser may terminate its use or occupancy of
all or any part of the Seller Services at any time during such six
month period, and any charges shall be prorated as of the day of such
termination. At such time as Purchaser completely terminates the Seller
Services and vacates Xxxxxxx'x facility, Seller and Xxxxxxx shall (x)
deliver to the loading dock thereon the Purchased Assets, and (y) at no
expense to Purchaser, disassemble and remove from Xxxxxxx'x facility
and deliver to the loading dock thereon the racks and shelving which
comprise part of the Purchased Assets and are described on the Xxxxxxx
Equipment Schedule.
(2) For six months after the Closing Date, Seller shall cause
Thorn Frass, its employee, or if Xx. Xxxxx shall cease being an
employee of Seller during such period, another employee reasonably
acceptable to Purchaser, to use commercially reasonable efforts to
train up to two employees of Purchaser on the procedures and contacts
used by Parent and Seller to import products for the Xxxxxxx Industrial
Division of the Business. After the Closing Date, such employees and
one other employee or representative of Purchaser shall be permitted,
at Purchaser's expense, to accompany Xx. Xxxxx (or such other
acceptable employee of Seller) on not less than two of his trips to
Asia and the "Far East" to meet with Xxxxxxx Industrial vendors. Xx.
Xxxxx (or such other acceptable employee of Seller) shall introduce
Purchaser's employees and representative to all of the key personnel at
each of Parent's and Seller's Asian/"Far East" vendor's offices that
relate to the Xxxxxxx Industrial Division of the Business. From and
after the Closing Date, Seller and Parent shall authorize each such
vendor to sell to Purchaser all of the products at any time previously
purchased by Seller or Parent for Seller's Business and release such
vendors from any covenants to the contrary.
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(3) Xxxxxxx shall use commercially reasonable efforts to
maintain the employment of all employees employed by Xxxxxxx to work in
Seller's Xxxxxxx Industrial division at the Cincinnati, Ohio, facility
of Parent (the "Xxxxxxx Employees") through December 31, 1999, and
Xxxxxxx shall provide to Purchaser the services of such employees on a
full-time basis. Purchaser shall reimburse Xxxxxxx for the actual cost
of that portion of the wages, taxes and benefits paid by Xxxxxxx to or
on behalf of the Xxxxxxx Employees, prorated based on the amount of
services rendered to Purchaser during such period. Purchaser shall not
be required to reimburse Xxxxxxx for any Xxxxxxx Employees after
Purchaser notifies Xxxxxxx that it no longer needs the services of such
employees. Notwithstanding anything herein to the contrary, Purchaser
shall only be liable to reimburse Xxxxxxx for the actual amount of the
profit-sharing plan contributions made by Xxxxxxx to those Xxxxxxx
Employees who meet the prerequisites therefor under Xxxxxxx'x
profit-sharing plan and who are hired by Purchaser on January 1, 2000
after Purchaser terminates its arrangements with Xxxxxxx hereunder
("Actual Profit-Sharing Contribution"). If the aggregate amount of the
estimated profit-sharing plan contributions reimbursed by Purchaser to
Seller with respect to the Xxxxxxx Employees exceeds the Actual
Profit-Sharing Contribution, the excess shall be refunded to Purchaser
by Xxxxxxx on or before January 31, 2000. If said aggregate estimated
contributions are less than the Actual Profit-Sharing Contribution, the
deficiency shall be paid to Xxxxxxx by Purchaser on or before January
31, 2000. Purchaser shall not be liable to reimburse Xxxxxxx for the
cost of any wages, taxes or benefits accrued or accruing to the Xxxxxxx
Employees prior to the Closing Date or after their termination date,
whether paid at or prior to termination. Purchaser may direct Xxxxxxx
to terminate Purchaser's use of any of the Xxxxxxx Employees at any
time during the period prior to December 31, 1999. At any time after
the Closing Date, Purchaser may elect, in its sole discretion, to offer
employment to any or all of the Xxxxxxx Employees. If Purchaser does
not elect to offer employment to any one or more of the Xxxxxxx
Employees, the termination of any such personnel shall be Seller's,
Parent's or Xxxxxxx'x responsibility and shall not be done at any cost
or expense to or liability of Purchaser. The rights and obligations of
Purchaser under this Agreement are subject to Purchaser's superseding
obligations under Section 11.12 of the Purchase Agreement with respect
to the number of employees at each facility to whom Purchaser shall
offer employment and the WARN Act, including Purchaser's obligation to
offer employment to a sufficient number of employees of the Business to
avoid any liability under the WARN Act on the part of Seller, Xxxxxxx
or Parent.
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Section 3. Inventory Supply. For a period of twelve full calendar
months after the Closing Date, Seller and Parent jointly agree to sell to
Purchaser the line of products previously sold by Parent or one of its
subsidiaries to Seller in connection with the Business (the "Products") in such
quantities as required by the terms of this Agreement. Seller and Parent
represent and warrant that the Products will conform to the specifications
previously used by Seller for the Products ("Specifications"), provided that, if
the Specifications are changed for any Product, Parent shall notify Purchaser at
least 30 days in advance and shall provide to Purchaser the customary technical
assistance to adapt to such change, and further provided that any changes to
such Specifications will not cause the Products to fail to meet quality
standards set by Seller prior to the date hereof. Seller shall have the right to
request Specifications and quantity requirements from Purchaser prior to filling
any order for Products and shall receive written Specifications in advance from
Purchaser for any products not previously supplied by Seller or Parent. In the
event the Products supplied by Seller meet the written Specifications furnished
by Purchaser but do not meet the end customer's specifications, Seller shall
have no other obligation to Purchaser therefor and shall be entitled to payment
in full for the Products supplied. Should any Products not conform to the
Specifications, then Seller and Parent shall, at Purchaser's option, either
promptly exchange such Products for conforming Products or take the Products
back (without restocking charges) and refund the costs paid by Purchaser for the
Products.
Seller and Parent shall sell to Purchaser sufficient quantities of the
Products to supply the customers of the Business in accordance with past
practice, including, but not limited to, the parties to Seller's Customer
Inventory Management Agreements which agreements were assigned to Purchaser at
Closing. The Products shall be sold to Purchaser at Seller's or Parent's then
current inter-company wholesale prices. Purchaser shall have the option, but not
the obligation, to purchase the Products from Seller and Parent hereunder. In
the event Purchaser requires quantities of any Product used by both the
Purchaser and the Seller and such quantity is in excess of pre-Closing purchases
of such Product by 10% or reduces the safety stock of such Product of the Seller
and Parent below a ninety (90) day inventory, Seller shall have first claim on
this inventory, and Seller and Parent shall take reasonable steps to replenish
such Product stock as soon as possible at no cost penalties. Seller and Parent
will deliver the Products to freight carriers designated by Purchaser from time
to time within time frames comparable to those previously met by Seller to
satisfy the requirements of customers of the Business.
Section 4. Purchaser's Right of Retainage. Purchaser shall have the
right to retain from the first payments due from Purchaser to Seller or Xxxxxxx
with regard to Products purchased pursuant to Section 3, amounts due to Seller
with respect to Obsolete Inventory sold pursuant to Section 1(b) and Accounts
collected pursuant to Section 1(a) until the aggregate amount retained equals
$1,426,000. If the aggregate amount retained is not equal to such sum by
December 31, 2003, then Seller and Parent shall be jointly and severally liable
to pay to Purchaser the difference between said $1,426,000 and the sum of the
amount so retained.
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Section 5. Payments to Seller. For each of the five calendar years
beginning with the calendar year ending December 31, 1999, and ending with the
calendar year ending December 31, 2003, Purchaser shall pay to Seller, within
thirty (30) days after the end of each such calendar year, an amount equal to
fifteen percent (15%) of Existing Customer Sales (defined below) for such
calendar year (including the portion of 1999 prior to the Closing Date) in
excess of Twenty-Six Million and no/100 Dollars ($26,000,000.00). Purchaser's
liability to Seller under this Section 5 shall not exceed One Million and no/100
Dollars ($1,000,000.00) in the aggregate. If, during any of the five calendar
years to which this provision applies, Existing Customer Sales equal or exceed
Thirty Million and no/100 Dollars ($30,000,000.00), then Purchaser shall pay to
Seller the difference between One Million and no/100 Dollars ($1,000,000.00) and
the sum of amounts previously paid or credited to Seller under this Section 5.
If (a) Purchaser sells all or substantially all of the assets constituting the
Business at any time prior to termination of Purchaser's obligations hereunder
and (b) for each calendar year or portion thereof prior to the date of such
sale, the average of the Existing Customer Sales was equal to or greater than
Twenty-Seven Million, Three Hundred Thirty-Three Thousand, Three Hundred
Thirty-Three and 33/100 Dollars ($27,333,333.33) per year, then Purchasers shall
be jointly and severally liable to pay to Seller at the time of closing of the
sale of such assets the difference between One Million and no/100 Dollars
($1,000,000.00) and the sum of the amounts previously paid or credited to Seller
under this Section 5. For purposes of this Section, Existing Customer Sales
shall mean net annual sales to Parent, Seller or any of their affiliates
(excluding Obsolete Inventory) as well as sales to customers who were either
customers of Seller or with whom Seller had an outstanding written proposal for
a systems account at the time of Closing and which result in a contract with
Purchaser within twelve months of the Closing Date, all of which customers and
proposed customers are listed on Schedule 5 attached hereto and made a part
hereof. Seller shall have the right, annually, to have its independent auditors
review the records of Purchaser to verify Existing Customer Sales. To the extent
Purchaser has not retained or been paid $1,426,000 pursuant to Section 4,
Purchaser shall have the right to retain any such balance outstanding under
Section 4 from any amounts due to Seller hereunder, and any amounts so retained
shall be deemed to be amounts paid or credited to Seller hereunder.
Section 6. Books and Records. The parties shall keep accurate and
complete books and records in respect of the Services, as the case may be, for
the applicable tax audit period. Such books and records shall be kept at the
principal place of business of each of Seller, Parent and Purchaser, unless
otherwise agreed to by the parties, and such books and records shall be made
available to each of the parties and their respective representatives at all
reasonable times for examination, audit, inspection, transcription and copying.
Section 7. Term of Agreement and Services. The term of this Agreement
will commence on the Closing Date and shall continue until terminated as
provided in each Section of this Agreement respectively.
Section 8. Independent Contractor; No Partnership. The Services being
performed by Purchaser and Seller under the provisions of this Agreement shall
be performed by Purchaser and Seller as an independent contractor for the other
party. Nothing in the Agreement shall be deemed or construed by the parties
hereto or by any third person to create the relationship of partnership or joint
venture between Seller and Purchaser.
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Section 9. Personnel. Except as otherwise specifically provided herein,
(a) Seller or Parent will employ, pay, supervise, direct and discharge all
Seller personnel providing the Seller Services, (b) Seller and Parent will be
solely responsible for the payment of benefits and any other direct and indirect
compensation for Seller or Parent personnel assigned to perform the Seller
Services, and (c) Seller and Parent will be responsible for the employees'
worker's compensation insurance, employment taxes and other employer liabilities
relating to such personnel.
Section 10. Dispute Resolution. If a dispute, controversy or claim
(collectively, a "Dispute") between Seller and Purchaser arises out of or
relates to this Agreement, Seller and Purchaser shall have all rights and
remedies available at law or equity.
Section 11. Notices. All notices, demands and other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when personally
delivered, mailed by first class mail, return receipt requested or delivered by
a nationally recognized courier service. Notices, demands and communications to
Seller or Purchaser shall, unless another address is specified in writing in
accordance herewith, be sent to the address indicated below:
Notices to Seller, Parent and Xxxxxxx
SunSource Inc.
Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxx & Bockius, LLP
One Xxxxx Square
Philadelphia, PA
Attention: Xxxxxx Xxxxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Notices to Purchaser
c/x Xxxxxx Products, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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and
Assembly Component Systems, Inc.
000 Xxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Vedder, Price, Xxxxxxx & Kammholz
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Section 12. Entire Agreement. This Agreement constitutes the entire
Agreement between the parties hereto in respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements between the parties hereto
in connection with the subject matter hereof.
Section 13. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the respective successors and permitted assigns
of the parties hereto; provided, however, that neither party hereto may assign
or in any way voluntarily transfer this Agreement, or its respective obligations
hereunder, without the prior written consent of the other party, which may be
withheld for any reason.
Section 14. Captions. The captions contained in this Agreement are
included only for convenience of reference and do not define, limit, explain or
modify this Agreement or its interpretation, construction or meaning and are in
no way to be construed as a part of this Agreement.
Section 15. Pronouns. The number and gender of each pronoun used in
this Agreement, if any, shall be construed to mean such number and gender as the
context, circumstances or its antecedent may require.
Section 16. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Illinois
(regardless of the laws that might otherwise govern under applicable principles
of conflict of laws) as to all matters, including, without limitation, matters
of validity, construction, effect, performance and remedies.
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Section 17. Jurisdiction and Venue. Each party consents to the personal
jurisdiction of the state and federal courts located in the State of Illinois
and hereby waives any argument that venue in any such forum is not convenient or
proper.
Section 18. Amendments, Changes and Modifications. This Agreement may
be amended, changed and modified only in a writing executed by both of the
parties.
Section 19. Severability. If any clause, provision or section of this
Agreement, or any covenant, stipulation, obligations, agreement, act or action,
or part thereof made, assumed, entered into or taken under this Agreement is for
any reason held to be illegal, invalid or inoperable, such illegality,
invalidity or inoperability shall not affect the remainder thereof or any other
clause, provision or section or any covenant, stipulation, obligation,
agreement, act or action, or part thereof, made, assumed, entered into or taken
thereunder or hereunder.
Section 20. Xxxxxx Guaranty. Xxxxxx shall cause Purchaser to comply
with all of its obligations in this Agreement. Xxxxxx hereby guarantees the
prompt and complete performance by Purchaser of all of its obligations in this
Agreement.
Section 21. Parent Guaranty. Parent shall cause Seller and Xxxxxxx to
comply with all of their respective obligations in this Agreement. Parent hereby
guarantees the prompt and complete performance by Seller and Xxxxxxx of all of
their respective obligations in this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed in its name by its duly authorized representative, all as of the day
and year first above written.
SUNSOURCE INVENTORY MANAGEMENT
COMPANY, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
SUNSOURCE INC.
By:__________________________________
Name:________________________________
Title:_______________________________
SUNSOURCE INDUSTRIAL SERVICES
COMPANY, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
THE XXXXXXX GROUP, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
ACS/SIMCO, INC.
By:__________________________________
Name:________________________________
Title:_______________________________
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INDEX OF SCHEDULES
------------------
Schedule 1(a) -- Accounts (Owned by Seller)
Schedule 1(b) - I -- Obsolete Inventory
Schedule 1(b) - II -- Tracking Procedure for Obsolete Inventory
Schedule 1(a) -- Rates for Seller Services
Schedule 5 -- Seller's Existing Customers or Those With Whom
Seller Had Outstanding Written Proposal
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SCHEDULE 1(a)
ACCOUNTS
(Owned by Seller)
MRO ACCOUNTS
------------
Tipper Tie, Inc. (Delaware Corporation)
0000 Xxxxxx Xxxx
Xxxx, Xxxxx Xxxxxxxx 00000
Alamo Group
0000 X. Xxxxxx Xx.
Xxxxxx, Xxxxx 00000
Iowa Mold Tooling Co., Inc. (IMT)
000 Xxx 00
Xxxxxx, Xxxx 00000
[TAMROCK]
---------
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Schedule 1(b) - I
-----------------
OBSOLETE INVENTORY
Description Minimum Sales Price
----------- -------------------
13
Schedule 1(b) - II
------------------
TRACKING PROCEDURE FOR OBSOLETE INVENTORY
14
Schedule 2(a)
-------------
RATES FOR SELLER SERVICES
15
Schedule 5
----------
SELLER'S EXISTING CUSTOMERS
OR THOSE WITH WHOM SELLER HAD
OUTSTANDING WRITTEN PROPOSAL
16
