{"id":43282,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-block-drug-co-inc-and-wd-40-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-block-drug-co-inc-and-wd-40-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-block-drug-co-inc-and-wd-40-co.html","title":{"rendered":"Asset Purchase Agreement &#8211; Block Drug Co. Inc. and WD-40 Co."},"content":{"rendered":"<pre>\n\n                           ASSET PURCHASE AGREEMENT\n\n                                   BETWEEN\n\n                           BLOCK DRUG COMPANY, INC.\n\n                                   (SELLER)\n\n                                      AND\n\n                                 WD-40 COMPANY\n                          \n                                    (BUYER)\n\n\n\n                           ASSET PURCHASE AGREEMENT\n\n     This Asset Purchase Agreement ('Agreement'), is made and entered into \neffective as of the 25th day of March, 1999, by Block Drug Company, Inc. a \ncorporation organized and existing under the laws of the State of New Jersey \nwith its principal place of business being located at 257 Cornelison Avenue, \nJersey City, New Jersey 07302 (hereafter referred to as 'Seller') and WD-40 \nCompany, a corporation organized and existing under the laws of the State of \nCalifornia, with its principal place of business being located at 1061 Cudahy \nPlace, San Diego, California 92110, (hereafter referred to as 'Buyer');\n\n     This Agreement sets forth the terms and conditions upon which Seller \nwill sell to Buyer, and Buyer will purchase from Seller, certain defined \nproperties, assets, goodwill and business of Seller, and will assume certain \nobligations of Seller, which relate exclusively to the LAVA brand heavy duty \nhand cleaner product line.\n\n     In consideration of the mutual agreements contained herein, intending to \nbe legally bound hereby, the parties agree as follows:\n \n                                  ARTICLE 1\n\n                                 DEFINITIONS\n\n     As used in this Agreement, each of the following terms shall have the \nfollowing meanings:\n\n                                       2\n\n\n\n1.1  ACCOUNTS RECEIVABLE means those orders shipped by Seller prior to \nClosing.\n\n1.2  ACQUIRED ASSETS means only the following assets used exclusively in the \nBusiness:\n\n(a)  Seller's customer lists, customer files, sales literature, market \nresearch data and the product development information, if any, which are \nrelated exclusively to the Business and which are listed on Schedule 1.2 (a) \nhereto;\n\n(b)  the Inventory identified by type and cost in Schedule 1.2(b)(i) \n('Finished Goods') and Schedule 1.2(b)(ii) (Raw Materials and Packaging);\n\n(c)  third party contracts, if any, to be assigned to Buyer at Closing as \nlisted in Schedule 1.2(c), but only to the extent that those contracts relate \nexclusively to the Business and are assignable without the consent of the \nother party to such contracts;\n\n(d)  all of Seller's and its Affiliates right, title and interest, \nincluding worldwide title, to registered and pending trademarks, registered \nand pending trade names, trade dress, logos, copyright interests, slogans, \ntrade secrets, technological and manufacturing know-how, patents, pending \npatent applications, if any, as listed on Schedule 1.2(d), together with \nrelated trademark files;\n\n(e)  Equipment as listed in Schedule 1.2(e); and\n\n(f)  the goodwill of the Business.\n\n1.3  ADDITIONAL INVENTORY means all orders for packaging components, raw \nmaterials and finished goods which Seller placed with any third party \nmanufacturer by Seller prior to Closing but which were not paid for by Seller \nprior to Closing as listed in Schedule 1.3.\n\n1.4  AFFILIATE OR AFFILIATES means any corporation or other entity that is a \nsubsidiary of the party in question (defined as being more than fifty percent \ndirectly or indirectly owned by that party), a parent of the party in \nquestion (defined as having more than fifty percent direct or indirect \nownership\n\n                                       3\n\n\n\nof that party), or any subsidiary of the parent of the party in question, as \nthose terms are defined by this Section.\n\n1.5  ASSUMED OBLIGATIONS includes but is not limited to obligations or \nliabilities: (a) under any open purchase order(s) or portion(s) thereof as \nlisted in Schedule 1.5(a) for the Additional Inventory; (b) to third party \nsuppliers as listed in Schedule 1.5(b) for services relating exclusively to \nthe Business ordered, but not paid for, by Seller prior to the Closing; (c) \nall sales and promotional agreements as listed in Schedule 1.5(c); and (d) \nfor product liability, product returns, and product warranty for all products \nof the Business manufactured by or for the Business to the extent those \nliabilities arise more than one hundred eighty (180) days after Closing, \nexcept that Seller's financial liability for returns post Closing shall be \nlimited to twenty thousand dollars ($20,000) in total with the right to sell \nto Buyer useable returns at cost.\n\n1.6  BUSINESS means the activities of the Seller in connection with a hand \ncleanser bearing the Lava trademark consisting of the Acquired Assets and the \nAssumed Obligations, and specifically excludes the Excluded Assets and the \nExcluded Liabilities.\n\n1.7  BUYER COMPETITIVE BUSINESS means any Person that competes with Buyer in \nmarketing any Heavy Duty Hand Cleaner products.\n\n1.8  CLOSING means both the closing of the transactions contemplated by \nArticle 3 of this Agreement in accordance with the terms and upon the \nconditions set forth in this Agreement, and the close of business on the date \non which the Closing occurs, as provided in Section 3.1 of this Agreement.\n\n1.9  ENGAGED PRIMARILY IN A BUYER COMPETITIVE BUSINESS means that greater \nthan twenty percent\n\n                                       4\n\n\n\n(20%) of the sales of such Person are in the Heavy Duty Hand Cleaner Market.\n\n1.10  EXCLUDED ASSETS means, without limitation: (a) cash, cash equivalents \n(or similar type investments), and Accounts Receivable of the Business; (b) \ninsurance policies of Seller pertaining to the Business and all rights of \nSeller of every nature and description under or arising out of such insurance \npolicies; (c) claims for refunds of Taxes paid by Seller and\/or its \nrespective Affiliates; (d) all rights of Seller under this Agreement and any \nother agreements or instruments delivered or to be delivered to Seller by \nBuyer pursuant to this Agreement; (e) any trademarks, trade names, trade \ndress, logos, copyright interests, slogans, trade secrets, technological and \nmanufacturing know-how, patents, pending patent applications, or any rights \nunder any of the foregoing, of Seller that do not relate exclusively to the \nBusiness or which are not set forth in Schedule 1.2(d); and (f) any and all \nassets not expressly listed as Acquired Assets.\n\n1.11  EXCLUDED LIABILITIES means those liabilities retained by Seller and \nconsisting of: (a) Taxes due from Seller for periods prior to Closing; (b) \nany claims brought by an employee of the Seller or an Affiliate of Seller; \nand (c) all liability of Seller arising out of any actions, claims, \nproceedings, litigation or any investigations by any party relating to the \nconduct of Business prior to Closing which arise within one hundred eighty \n(180) days after Closing; and (d) all other obligations incurred in the \nordinary course of business not specifically included as an Assumed \nObligation, including but not limited to Inventory transferred at Closing but \nnot yet paid for by Seller.\n\n1.12  HEAVY DUTY HAND CLEANER means a consumer product which is primarily \npromoted for its superior hand washing efficacy against stubborn soils, and \nwhich contains natural abrasive materials providing significant abrasive \neffect in the product.\n\n                                       5\n\n\n\n1.13  INVENTORY means all finished goods inventories, packaging components, \nwork-in-progress, raw materials and any promotional material exclusively \nrelated to the Business and which is owned by Seller at Closing.\n\n1.14  MATERIAL ADVERSE CHANGE shall mean a change in the Business that has \nbeen or is reasonably likely to be materially adverse to the value of the \nAcquired Assets taken as a whole or materially adverse to the financial \ncondition or results of operations of the Business.\n\n1.15  PERSON means any legal entity, whether individual person, partnership, \nfirm or corporation.\n\n1.16  TAX AND TAXES means all taxes, charges, fees, levies, or other \nassessments, including, without limitation, income, excise, property, value \nadded, real estate, sales use, payroll, and franchise taxes imposed by the \nUnited States or any state, county, or local government, subdivision or \nagency thereof, or any other jurisdiction outside the United States. Such \nterm shall include any interest, penalties, or additions payable in \nconnection with such taxes, charges, fees, levies, or other assessments.\n\n                                  ARTICLE 2\n\n                              SALE AND PURCHASE\n\n2.1  Purchase and Sale of the Business.\n\n     Subject to the terms and conditions of this Agreement, Seller agrees to \nsell the Business to the Buyer, and Buyer agrees to purchase the Business \nfrom the Seller and assume the Assumed Obligations. The Excluded Assets and \nthe Excluded Liabilities are expressly excluded from the sale of the Business \nto the Buyer, it being understood and agreed by the parties that Seller shall \nretain the Excluded Assets and the Excluded Liabilities for its own account.\n\n                                       6\n\n\n\n2.2  Purchase Price\n\n     (a)  The Purchase Price shall be:\n          \n          (i)   the sum of nineteen million United States dollars (US \n                $19,000,000.00) for the goodwill and all Acquired Assets \n                other than Inventory; plus\n          \n          (ii)  an amount equal to the price of the Inventory as determined \n                by applying cost on Schedule 1.2(b)(i) and (ii) to the \n                physical count of Inventory pursuant to Section 2.3.\n\n     (b)  On the day prior to Closing Date the Buyer shall pay Seller the \nPurchase Price set forth in Section 2.2(a)(i) plus ninety percent (90%) of \nthe estimated Inventory value in immediately available funds by wire transfer \nto an account specified by Seller in writing at least two business days prior \nto the Closing. The balance of the Inventory value will be paid to Seller by \nBuyer with a company check at Closing.\n\n2.3  Physical Count Prior to Closing\n\n     Two (2) days prior to Closing, Seller shall cease shipment of Inventory \nto any customer. Prior to Closing, the Purchaser shall, at its own expense, \nconduct a physical accounting of the Inventory of Seller and deliver a \nschedule of such Inventory values (the 'Inventory Certificate') to Seller on \nor prior to Closing. Seller may observe such physical count. In the event \nthat the Inventory Certificate has a significant variance from the inventory \ncount reflected on Seller's books and records, Purchaser and Seller shall \nagree to appropriate adjustments on or prior to the Closing.\n\n2.4  Allocation of the Purchase Price.\n\n     The Purchase Price shall be allocated in accordance with the \nrequirements of Section 1060 of the Internal Revenue Code. Such allocation \nshall be completed and delivered to Seller, together\n\n                                       7\n\n\n\nwith a draft Form 8594 (applicable to the U.S. Acquired Assets), no later \nthan 180 days after Closing for Seller's review and approval, which approval \nshall not be unreasonably withheld. In the event that Seller fails to notify \nBuyer within 15 days of receipt of such allocation, in writing and with \nspecificity as to assets and amounts, that it does not approve of the \nallocation made by Buyer, Seller shall be deemed conclusively to have approved \nsuch allocation and such Form 8594, and Seller and Buyer shall thereafter be \nbound to make all tax filings, including any state and local tax returns, on \na basis consistent with such Purchase Price allocation. In the event that \nSeller has not approved and has not been deemed to have approved the \naforementioned allocation in accordance with this Section 2.4, and Buyer and \nSeller have not otherwise reached agreement with respect to such matter, \nBuyer shall refer the matter to the accounting firm of Ernst &amp; Young, L.L.P. \nfor resolution, and the determination of such accounting firm with respect to \nallocation of the Purchase Price shall be final and binding on the parties. \nEach party shall pay one-half of the fees and expenses of such accounting \nfirm. Seller and Buyer agree not to take a position on any income tax return, \nbefore any governmental agency charged with the collection of any income tax, \nor in any judicial proceeding, that is inconsistent with the Purchase Price \nallocation made in accordance with this Section 2.4.\n\n                                  ARTICLE 3\n\n                                 THE CLOSING\n\n3.1  Time and Place of Closing.\n\n     Subject to the satisfaction or waiver of all of the conditions set forth \nin Article 7, the Closing will take place at the offices of Seller at Jersey \nCity, New Jersey, within five\n\n                                       8\n\n\n\n(5) business days after the termination of the Hart-Scott-Rodino waiting \nperiod or on April 30, 1999, whichever comes later, or at such other time or \nplace as the parties may mutually agree. Either party, acting in good faith, \nmay request in writing an extension of the Closing for an additional five (5) \nbusiness days in order to fulfill closing obligations.\n\n3.2  Actions at Closing.\n\n     At the Closing, the following actions shall occur:\n\n     (a)  Seller shall deliver to Buyer, or to such Affiliate of Buyer as \n     Buyer may designate, the following:\n\n          (i)    a certificate by the President or appropriate Vice President \n                 of Seller, in the form attached as Exhibit 3.2(a)(i), that \n                 the warranties and representations of Seller set forth in \n                 Article 5 of this Agreement are true and correct as of the \n                 Closing;\n     \n          (ii)   opinion of Seller's General Counsel in the form attached as \n                 Exhibit 3.2(a)(ii) certifying that, to the best of counsel's \n                 knowledge, the representations and warranties set forth in \n                 Sections 5.1, 5.2, and 5.3 of this Agreement are true and \n                 correct as of the Closing;\n     \n          (iii)  a bill of sale for the Acquired Assets in the form attached \n                 as Exhibit 3.2(a)(iii);\n               \n          (iv)   assignments for the Contracts listed in Schedule 1.2(c);\n\n                                       9\n\n\n\n          (v)    certified copies of any resolutions by the Executive Committee \n                 of the Seller's Board of Directors or other necessary \n                 corporate actions of Seller authorizing the execution and \n                 performance of this Agreement.\n               \n          (vi)   assignments for those trademarks included within \n                 Schedule 1.2(d) in the form attached as Exhibit 3.2(a)(vi);\n\n          (vii)  such other documents as are in the reasonable opinion of \n                 counsel for Buyer and Seller necessary or desirable to  \n                 transfer the Business to Buyer.\n\n     (b)  Buyer shall deliver to Seller, or to such Affiliate of Seller as \n     Seller may designate, the following:\n\n          (i)    The Purchase Price in immediately available funds;\n\n          (ii)   a certificate by the President or appropriate Vice President \n                 of Buyer, in the form attached as Exhibit 3.2(b)(ii), that \n                 the warranties and representations of Buyer set forth in \n                 Article 4 of this Agreement are true and correct as of the \n                 Closing;\n\n          (iii)  opinion of counsel in the form attached as \n                 Exhibit 3.2(b)(iii) certifying that, to the best of counsel's \n                 \n                                       10\n\n\n\n                 knowledge, the representations and warranties set forth in \n                 Sections 4.1, 4.2, and 4.3 of this Agreement are true and \n                 correct as of the Closing; and\n                 \n          (iv)  a certificate of Secretary certifying that the execution and \n                 performance of this Agreement was duly authorized at a \n                 meeting of Buyer's Board of Directors substantially in the \n                 form of Exhibit 3.2(b)(iv);\n                           \n          (v)    the Assumption Agreement, substantially in the form of \n                 Exhibit 3.2(b)(v), by which Buyer accepts responsibility for \n                 the Assumed Obligations; and\n\n          (vi)   such other documents as are in the reasonable opinion of \n                 counsel for Buyer and Seller necessary or desirable to \n                 transfer the Business to Buyer.\n\n\n                                  ARTICLE 4\n\n                    REPRESENTATIONS AND WARRANTIES OF BUYER\n\n     Buyer represents and warrants to Seller the following, which shall be \ntrue and correct on the date of this Agreement and as of the Closing;\n\n4.1  Organization and Good Standing.\n\n     Buyer is a corporation duly organized, validly existing, and in good \nstanding under the laws of the State of California and has full corporate \npower to own its properties and conduct the business\n\n                                       11\n\n\n\npresently being conducted by it, and is duly qualified to do business in, and \nis in good standing under the laws of the State of California.\n\n4.2  Power and Authority\n\n     Buyer has full power and authority to purchase the assets and Business \nto be sold pursuant to this Agreement, and this Agreement and the \ntransactions contemplated hereby have been or shall be duly and validly \nauthorized by all necessary corporate action on the part of Buyer by the \nClosing. Upon the execution and delivery of this Agreement, it will be a \nvalid and binding obligation of Buyer enforceable in accordance with its \nterms.\n\n4.3  Violations Created by this Agreement.\n\n     The execution and delivery of this Agreement does not, and the \nconsummation of the transactions herein contemplated will not, materially \nviolate any law or the terms of any contract to which Buyer is a party.\n\n4.4  Finder's Fees and Commissions\n\n     Buyer has not incurred any liability for finder's fees, brokerage fees, \nagent's commissions or other similar forms of compensation in connection with \nthis Agreement, or the transactions contemplated hereby, for which Seller \nshall have any liability.\n\n4.5  Financing.\n\n     Buyer has, or has made satisfactory arrangements to provide at the \nClosing, funds sufficient for the Purchase Price to be paid by it under the \nterms of this Agreement.\n\n4.6  No knowledge of Material Breach\n\n     Buyer has no knowledge of any fact or circumstance which would support \nany claim or cause\n\n                                      12\n\n\n\nof action against Seller for a material breach of any representation or\nwarranty.\n\n\n                                   ARTICLE 5\n\n                   REPRESENTATIONS AND WARRANTIES OF SELLER\n\n     The only representations and warranties of the Seller are those set forth\nin this section.  Notwithstanding the fact that Buyer will be acquiring certain\ntrademarks outside of the United States, the Buyer acknowledges that the Seller\nhas only conducted the Business within the United States and Buyer therefore\nunderstands and agrees that each of the representations and warranties given by\nSeller are given only with the respect to the United States.  There are no liens\nor encumbrances on title to the trademarks; provided, however, the Buyer\nunderstands there may be pre-rights declaration agreements entered into during\nthe course of prosecution of a trademark application.  The details of any\npre-right declaration agreement will be located in the trademark files, which\nwill be delivered to Buyer by Seller at Closing.  To the extent there are any\npre-rights declaration agreements, the ability to use the trademarks in\nconnection with the goods currently being sold and marketed in the United States\nwill not be materially effected.  The Buyer further understands that all\ntrademarks are subject to certain use requirements and Seller makes no\nrepresentation, warranty or guarantee as to whether the trademarks are subject\nto cancellation due to non-use.  The representations and warranties given by\nSeller to Buyer are as of this date, and shall as of Closing, be true and\ncorrect in all material respects.\n\n5.1  Organization and Good Standing.\n\n     Seller is a corporation duly organized, validly existing, and in good \nstanding under the laws\n\n\n                                       13\n\n\nof the State of New Jersey and has full corporate power and authority to carry\non the Business as now being conducted, has all permits and licenses that are\nnecessary to conduct the Business in the United States as now being conducted\nand to ownership or operation of its properties and assets, and is duly\nqualified to do business in the State of New Jersey.\n\n\n5.2  Power and Authority.\n\n     Seller has full power and authority to execute, deliver and carry out the\nterms and conditions of this Agreement.  This Agreement, and the transactions\ncontemplated hereby, have been duly and validly authorized by all necessary\ncorporate action on the part of Seller, except where failure to obtain that\nauthorization is not material in the aggregate.  Upon the execution and delivery\nof this Agreement, it will be valid and binding obligation of Seller enforceable\nin accordance with its respective terms.\n\n5.3  Encumbrances\/Violations Created by this Agreement.\n\n     The execution and delivery of this Agreement does not, and the consummation\nof the transactions herein contemplated will not, create any encumbrances on the\nAcquired Assets in favor of third parties and will not violate any law, except\nwhere not material in the aggregate.\n\n5.4  Finder's Fees and Commissions\n\n     Seller has not incurred any liability for finder's fees, brokerage fees,\nagent's commissions or other similar forms of compensation in connection with \nthis Agreement, or the transactions contemplated hereby, for which Buyer shall\nhave any liability.\n\n5.5  Title to Acquired Assets\n\n\n                                       14\n\n\n     Seller has and will convey to Buyer, good and marketable title to all of \nthe Acquired Assets as necessary and appropriate to continue to conduct the \nBusiness in the United States as it has been conducted, free and clear of any \nsecurity interests, liens, pledges, claims, charges, options, intellectual \nproperty infringement claims, or other encumbrances, except as listed in \nSchedule 5.5.\n\n5.6  Litigation and Claims.\n\n     Seller is not aware of any claim, action, suit, proceeding, arbitration, \nor investigation, including product liability, product warranty, tax, \nworkers' compensation, EEO or other employee-related proceedings, pending or \nthreatened by or before any court, governmental authority or private \narbitration tribunal in excess of one thousand dollars ($1,000) against \nSeller and arising out of the operation or ownership of the Business by the \nSeller as of the date hereof.\n\n5.7  Permits and Licenses.\n\n     Seller has all permits, approvals, consents, licenses, certificates of \npublic convenience, orders and other authorizations of all governmental \nagencies and authorities, whether federal, state or local required to permit \nthe operation of the Business, except where failure to do so will not have a \nmaterial effect on the Business.  So far as Seller is aware, all such \npermits, approvals, consents, licenses, certificates of public convenience, \norders and other authorizations are valid and in good standing with the \nissuing agencies and not subject to any proceedings for suspension, \nmodification or revocation as of the date hereof. The Business is in material \ncompliance with all laws, statutes, ordinances and regulations of the United \nStates relating to the Business.\n\n5.8  No Material Adverse Change.\n\n     Since December 31, 1998 there has not been any Material Adverse Change \nin the Business\n\n\n                                       15\n\n\nexcept as set forth on Schedule 5.8 or as discovered by Buyer during its due \ndiligence investigation.\n\n\n\n\n\n                                   ARTICLE 6\n\n                            COVENANTS OF THE PARTIES\n\n6.1  Access to Information.\n\n     (a)   Buyer's Access to Information and Records Before Closing.\n\n     Buyer may, prior to the Closing, make or cause to be made such reasonable\ninvestigation of the operation and assets of the Business as Buyer deems\nnecessary or advisable to familiarize itself with such assets and other matters.\nUpon reasonable notice, Seller agrees to permit Buyer and its authorized\nrepresentatives (including legal counsel and independent accountants) to have\nfull access at reasonable business hours and upon reasonable prior notice to any\nrelevant books and records of the Business, and Seller and its officers will\nfurnish Buyer with such financial and operating data and other information and\ncopies of documents with respect to the Business products and operations as\nBuyer shall from time to time reasonably request.\n\n     (b)   Return of Seller's Documents.\n\n     In the event of the termination of this Agreement prior to Closing, Buyer\nwill deliver to Seller all documents, work papers and other materials obtained\nfrom Seller relating to Seller or the transaction contemplated hereby, whether\nso obtained before or after the execution hereof, and shall destroy any copies,\ncharts, analyses or other documents produced from said documents, work papers\n\n\n                                       16\n\n\nand other materials obtained from Seller.  Buyer's counsel shall certify in \nwriting that the aforementioned actions have been taken.\n\n\n(c)   Use of the Parties' Information.\n\n      (i)   Prior to Closing, neither Buyer nor Seller shall, except to the \n            extent mutually agreed upon, disclose to third parties any\n            information obtained from the other, nor shall the receiving party\n            use that information to the other's detriment.  Each party shall\n            keep any information so obtained confidential and will not use it\n            in any way other than to obtain any governmental consents or\n            approval necessary for the transactions contemplated by this\n            Agreement, except that such restriction shall not apply to any\n            information received from the other party (i) which is in or comes \n            into the public domain through no fault of the receiver of the\n            information, (ii) which was in the possession of the receiver of the\n            information before the commencement of negotiations leading to this\n            Agreement, (iii) which at any time lawfully comes into the\n            possession of the receiver of the information from third parties who\n            have a right to disclose such information otherwise than in\n            connection with this Agreement, (iv) which is disclosed as a result\n            of the provision set forth in Section 10.1 or (v) which is required\n            to be disclosed by law.\n\n\n                                       17\n\n\n     (ii)   Following Closing, the parties shall not disclose to third parties\n            any information obtained from the other, nor shall the receiving\n            party use that information to the other's detriment.  The parties\n            shall keep any information so obtained confidential, except that\n            such restriction shall not apply to any information received from\n            the other party (i) which is in or comes into the public domain\n            through no fault of the receiver of the information, (ii) which was\n            in the possession of the receiver of the information before the\n            commencement of negotiations leading to this Agreement, (iii) which\n            at any time lawfully comes into the possession of the receiver of\n            the information from third parties who have a right to disclose\n            such information or (iv) which is required to be disclosed by law.\n\n\n6.2  Obligations of the Parties Prior to Closing.\n\n     Except for the steps or actions taken pursuant to prior written consent \nof Buyer, Seller from the date of this Agreement until the Closing will \nconduct the Business consistent with historical practices, and during that \nperiod Seller shall:\n\n     (a)   conduct the Business only in the normal course;\n\n     (b)   not transfer any of the assets or properties of the Business \nexcept in the normal course;\n\n     (c)   except for customary agreements in the nature of pre-rights \ndeclarations in trademark\n\n\n                                       18\n\n\nmatters, not enter into any patent, know-how, trademark or trade name licenses,\npurchase orders for raw materials, packaging and\/or finished goods, or any other\nleases, licenses, contracts or other commitments relating exclusively to the\nBusiness, unless each such lease, license, contract, purchase order or\ncommitment is disclosed to and approved by Buyer - the foregoing notwithstanding\nSeller may enter into new sales contracts in the ordinary course of business.\n\n     (d)   continue to meet the contractual obligations of, and to pay\nobligations relating to, the Business as they mature in the normal course; and\n\n     (e)   subject to the disclosures on Schedule 5.8, maintain the business\nrelations of Seller with its suppliers, business customers and others with whom\nit has business relations relating to the Business.\n\n6.3  Best Efforts of the Parties.\n\n     Each of Seller and Buyer shall use its best efforts to cause all of the\nconditions to the obligations of the other to consummate the transactions\ncontemplated hereby, as specified in Article 7, to be met as soon as practicable\nafter the date of this Agreement and to do, or cause to be done, all things\nnecessary to consummate the transactions contemplated hereby.\n\n6.4  Obligations of the Parties After Closing\n\n     (a)   Additional Documents.  From time to time after the Closing, Buyer and\nSeller agree to execute and deliver, without further consideration, such\ndocuments as either party hereto may reasonably request, in such form as may be\nappropriate, if necessary or advisable in connection with the consummation of\nthe transactions contemplated hereby or any other agreement delivered in\nconnection herewith.\n\n\n                                       19\n\n\n     (b)   Cooperation in Litigation.  Buyer and Seller agree that, in the\ndefense of any litigation, hearing, regulatory proceeding, or investigation or\nother similar matter relating to the Business, they will make available during\nnormal business hours, but without unreasonably disrupting their respective\nbusinesses, all personnel and original records of the Business reasonably\nnecessary or desirable to permit the effective defense or investigation of such\nmatters.  If business information of Seller other than that pertaining to the\nBusiness is contained in such records, Buyer and Seller will enter into\nappropriate secrecy commitments to protect such information.\n\n6.5  Seller's Agreement Not to Compete.\n\n     (a)   Neither Seller, nor any Affiliate of Seller, shall market any Heavy\nDuty Hand Cleaner within the United States for a period of five (5) years\nfollowing Closing.  For a period of three years from Closing, neither Seller,\nnor any Affiliate of Seller, shall introduce any Heavy Duty Hand Cleaner of its\nown outside of the United States; provided, however, nothing hereunder shall be\nconstrued to prevent an Affiliate from acting as a distributor for Heavy Duty\nHand Cleaner outside of the United States on behalf of a third party for not\nmore than ninety (90) days after the date that Seller has been given written\nnotice by Buyer of such Affiliate's activity.\n\n     (b)   Seller shall not be deemed to be in violation of Section 6(a) by\nvirtue of the fact that Seller, or any of its Affiliates: (i) invests in or owns\nan interest in any Person which is not Engaged Primarily in a Buyer Competitive\nBusiness; or (ii) invests in securities having less than ten percent (10%) of\nthe outstanding voting power of any Person which is Engaged Primarily in a Buyer\nCompetitive Business, the securities of which are publicly traded or listed on\nany securities exchange or automated quotation system; or (iii) acquired a Buyer\nCompetitive Business as part of an\n\n\n                                       20\n\n\nacquisition, by joint venture, merger, or other business combination, or the \nassets of, or the majority of the voting interest in, another Person \n(hereinafter a 'Target Business') if the revenue derived by the Target \nBusiness from the Buyer Competitive Business in the fiscal year preceding \nsuch acquisition constituted less than twenty percent (20%) of the aggregate \nnet sales of the Target Business.\n\n     (c)   In the event Seller or an Affiliate acquires a Buyer Competitive\nBusiness under the circumstances described in Section 6.5(b)(iii) above, and if\nthe sales of the Buyer Competitive Business contained within the Target Business\nexceed five million U.S. dollars (U.S. $5,000,000.00) on an annual basis,\nSeller or such Affiliate shall thereafter divest such Buyer Competitive Business\nwith twenty four (24) months from the date of purchase of the Buyer Competitive\nBusiness by way of 'auction' or other competitive bidding process, negotiated\nsale, or such other manner of divestiture as Seller, in its sole and\nnon-reviewable discretion, deems appropriate.\n\n6.6  Ecolab Inc.\n\n     (a)   Based upon Buyer's desire to negotiate a new arrangement directly\nwith Ecolab Inc. which Buyer believes will be attractive to Ecolab Inc., and at\nBuyer's request, Seller shall give Ecolab notice, no later than May 15, 1999, to\nterminate its existing agreements with Ecolab Inc. relating to the Lava product\nand the Lava trademark.  Buyer shall enable Seller to continue to fully perform\nunder the agreements between Ecolab Inc. and Seller for the economic benefit of\nBuyer (less reasonable out-of-pocket expenses incurred by Seller), until their\ntermination, but in no event later than September 30, 1999.  Buyer shall attempt\nto negotiate with Ecolab Inc. for an earlier termination than September 30, 1999\nof Seller's obligations under the Ecolab agreements.\n\n\n                                       21\n\n\n     (b)   Seller shall indemnify Buyer and hold it harmless against any loss,\nclaim or liability arising from any dispute(s) between Ecolab Inc. and Seller\nwhich arise prior to Closing and relate solely to Buyer's performance under the\nEcolab Inc. agreements or any subsequent post-termination notice claim that the\nEcolab Inc. agreements will not terminate effective September 30, 1999.\n\n     (c)   Buyer shall indemnify Seller and hold it harmless against any loss,\nclaim, or liability arising from any dispute relating to Ecolab Inc. which arise\non or after March 25, 1999 other than those caused by Seller's failure to ship\nproduct properly ordered by Ecolab Inc. through no fault of Buyer.\n\n6.7  Lava Institutional\n\n     Buyer agrees that Seller shall retain Lava 7.5 oz. Institutional product\nand also have the right to sell such product to a third party(s) of its\nchoosing.  Should Buyer wish to purchase this product and Seller has not yet\nsold this product to a third party, Seller will consider an offer from Buyer.\n\n6.8  CCL\n\n     If CCL does not agree to manufacture Liquid Lava at its Rexdale, Ontario,\nCanada plant then Seller shall store free of charge to Buyer the Liquid Lava raw\nmaterials and packaging for a period of up to ninety (90) days post-closing.\n\n\n\n                                       22\n\n\n                                   ARTICLE 7\n\n                               CLOSING CONDITIONS\n\n\n7.1   Conditions of Performance by Buyer.\n\n      All obligations of Buyer to be performed at the Closing are subject to \nthe fulfillment, prior to or at the Closing, of each of the following \nconditions, any of which may be waived by Buyer:\n\n      (a)   all representations and warranties of Seller contained in this \nAgreement shall be true and correct in all material respects as of the \nClosing as if made again at Closing;\n\n      (b)   Seller shall have fully performed all commitments hereunder up to \nthe Closing and shall tender the required documents at the Closing as set \nforth in Article 3; and\n\n      (c)   All applicable waiting periods in respect of the transactions \ncontemplated by this Agreement under the Hart-Scott-Rodino Act have expired \nor early termination shall have been obtained.\n\n7.2   Conditions of Performance by Seller.\n\n      All obligations of Seller to be performed at the Closing are subject to \nthe fulfillment, prior to or at the Closing, of each of the following \nconditions, any of which may be waived by Seller:\n\n      (a)   all representations and warranties of Buyer contained in this \nAgreement shall be true and correct in all material respects as of the \nClosing as if made again at Closing;\n\n      (b)   Buyer shall tender the cash and required documents at the Closing \nas set forth in Articles 2 and 3; and\n\n      (c)   all applicable waiting periods in respect of the transactions \ncontemplated by this\n\n\n                                       23\n\n\nAgreement under the Hart-Scott-Rodino Act have expired or early termination \nshall have been obtained.\n\n\n\n                                    ARTICLE 8\n\n                INDEMNIFICATIONS: PROCEDURES FOR CLAIMS: ARBITRATION\n\n\n8.1   Indemnification by Seller.\n\n      (a)   Seller hereby assumes, undertakes, and will pay or otherwise \ndischarge, and will indemnify and hold Buyer harmless against:\n\n            (i)   all claims, losses, liabilities, damages, costs and expenses,\n                  including, without limitation, reasonable fees and expenses of\n                  attorneys incurred in the investigation, prosecution or\n                  defense (at trial and appellate levels and otherwise) of any\n                  claim or action brought by or against Buyer (hereinafter\n                  collectively called 'Losses') arising out of, based upon, or\n                  alleging any matter involving an Excluded Liability or breach\n                  of a representation and warranty or covenant made by Seller\n                  herein, and;\n\n            (ii)  all costs and expenses of Buyer (including, without\n                  limitation, reasonable fees and expenses of attorneys)\n\n\n                                       24\n\n\n                  incurred in connection with the enforcement of any rights of\n                  Buyer under the indemnity provided in this Section.\n\n(b) Seller's liability under Section 8.1(a) with respect to Losses arising out\nof an Excluded Liability described in Section 1.11(c) or breach of a\nrepresentation and warranty or covenant by Seller shall not arise unless Buyer's\nLosses, in the aggregate, exceed two hundred thousand ($200,000.00) dollars,\nexcept that the foregoing limitation shall not apply to any claims for\nindemnification arising with respect to broker or finder's fee under Section 5.4\nor with respect to title to the Acquired Assets in the United States under\nSection 5.5; but in no event shall Seller's liability to Buyer with respect to\nany Losses exceed a total of five million ($5,000,000.00) dollars.\n\n      (c)   Promptly after receipt by Buyer of notice of the assertion of any \nclaim or the commencement of any action in respect of which indemnity or \nreimbursement may be sought against Seller hereunder (for purposes of this\nSection, an 'Assertion'), Buyer shall notify Seller in writing of the Assertion,\nbut the failure to so notify Seller shall not relieve Seller of any liability it\nmay have to Buyer.  If the matter involves litigation or governmental\ninvestigation (including a tax audit), Seller shall be entitled to participate\nin and, to the extent Seller elects by written notice to Buyer within thirty\n(30) days after receipt by Seller of notice to such Assertion, to assume the\ndefense of such Assertion, at its own expense, with counsel chosen by it which\nshall be reasonably satisfactory to Buyer.  Notwithstanding that Seller shall\nhave elected by such written notice to assume the defense of any Assertion,\nBuyer shall have the right to participate in the investigation and defense\n\n\n                                       25\n\n\nthereof, with separate counsel chosen by Buyer, but in such event the fees \nand expenses of such separate counsel shall be paid by Buyer.\n\n      (d)   Notwithstanding anything in this Section to the contrary,\n\n            (i)   Seller shall have no obligation with respect to an Assertion\n                  if, in connection therewith, Buyer, without the written\n                  consent of Seller, shall settle or compromise any action or\n                  consent to the entry of any judgment, and\n\n            (ii)  Seller shall not, without the written consent of Buyer, (A)\n                  settle or compromise any action or consent to the entry of any\n                  judgment which does not include as an unconditional term\n                  thereof the delivery by the claimant or plaintiff to Buyer of\n                  a duly executed written release of Buyer from all liability in\n                  respect of such action, which release shall be satisfactory in\n                  form and substance to counsel for Buyer, or (B) settle or\n                  compromise any action in any manner that, in the sole judgment\n                  of Buyer or their counsel, may materially and adversely affect\n                  Buyer other than as a result of money damages or other money\n                  payments.\n\n                                       26\n\n\n8.2   Indemnification by Buyer.\n\n      (a)   Buyer hereby assumes, undertakes, and will pay or otherwise\ndischarge, and will indemnify and hold Seller harmless against:\n\n            (i)   all claims, losses, liabilities, damages, costs and expenses,\n                  including, without limitation, reasonable fees and expenses of\n                  attorneys incurred in the investigation, prosecution of\n                  defense (at trial and appellate levels and otherwise) of any\n                  claim or action brought by or against Seller (hereinafter\n                  collectively called 'Losses') arising out of, based upon, or\n                  alleging any matter involving an Assumed Obligation or breach\n                  of any representation, warranty or covenant by Buyer herein,\n                  and\n\n            (ii)  all costs and expenses of Seller (including, without\n                  limitation, reasonable fees and expense of attorneys) incurred\n                  in connection with the enforcement of any rights of Seller\n                  under the indemnity provided in this Section.\n\n      (b)   Promptly after receipt by Seller of notice of the assertion of any\nclaim or the commencement of any action in respect of which indemnity or\nreimbursement may be sought against\n\n\n                                       27\n\n\nBuyer hereunder (for purposes of this Section, an 'Assertion'), Seller shall \nnotify Buyer in writing of the Assertion, but the failure to so notify Buyer \nshall not relieve Buyer of any liability it may have to Seller.  If the \nmatter involves litigation or governmental investigation (including a tax \naudit), Buyer shall be entitled to participate in and, to the extent Buyer \nelects by written notice to Seller within thirty (30) days after receipt by \nSeller of notice of such Assertion, to assume the defense of such Assertion, \nat its own expense, with counsel chosen by it which shall be reasonably \nsatisfactory to Seller.  Notwithstanding that Buyer shall have elected by \nsuch written notice to assume the defense of any Assertion, Seller shall have \nthe right to participate in the investigation and defense thereof, with \nseparate counsel chosen by Seller, but in such event the fees and expenses of \nsuch separate counsel shall be paid by Seller.\n\n\n      (d)   Notwithstanding anything in this Section to the contrary,\n\n            (i)   Buyer shall have no obligation with respect to an Assertion\n                  if, in connection therewith, Seller, without the written\n                  consent of Buyer, shall settle or compromise any action or \n                  consent to the entry of any judgment, and\n\n            (ii)  Buyer shall not, without the written consent of Seller, (A) \n                  settle or compromise any action or consent to the entry of any\n                  judgment which does not include as an unconditional term\n                  thereof the delivery by the claimant or plaintiff to Seller of\n                  a duly executed written release of Seller from all liability\n                  in respect of such action, which release shall be satisfactory\n                  in form and substance to counsel for Seller, or (B) settle or\n                  compromise any action in any\n\n\n                                       28\n\n\n                  manner that, in the sole judgment of Seller or its counsel,\n                  may materially and adversely affect Seller other than as a\n                  result of a money damages or other money payments.\n\n8.3   Arbitration\n\n      (a)   Any dispute, controversy or claim asserted by either party against\nthe other, including any issue as to whether or not a claim is arbitrable,\narising out of or relating to this Agreement or any document or agreement\nexecuted pursuant to this Agreement or the breach thereof, and including without\nlimitation any claim for indemnification pursuant to Article 8 hereof, shall be\nsettled by arbitration if so requested by either party pursuant to\nSection 8.3(b) below.  The party intending to file a notice of arbitration shall\nprovide the other party fifteen (15) days prior written notice of its intent to\nfile for an arbitration.  During such fifteen (15) day period the parties agree\nthat a senior officer of each party shall meet personally in Chicago, Illinois\nto discuss, in good faith efforts, to resolve the dispute(s).  If the party\nreceiving notice refuses to meet or fails to appear on the agreed upon date of\nsuch meeting, the notifying party may file its notice of arbitration and include\na statement indicating the receiving party's unwillingness to informally meet to\nresolve the dispute(s).  The arbitration shall be conducted by one arbitrator,\nwho shall be appointed pursuant to the Commercial Arbitration Rules of the\nAmerican Arbitration Association ('AAA').  The arbitration shall be held in\nChicago, Illinois and shall be conducted in accordance with the Commercial\nArbitration Rules of the AAA, except that the rules set forth in this\nSection 8.3 shall govern such arbitration to the extent that they conflict with\nthe rules of the AAA.\n\n\n                                       29\n\n\n      (b)   Upon written notice by a party to the other party of a request for\narbitration hereunder, the parties shall use their best efforts to cause the\narbitration to be conducted in an expeditious manner, the parties using their\nbest efforts to cause the arbitration to be completed within sixty (60) days\nafter selection of the arbitrator.  The arbitration shall apply New Jersey law\nin accordance with Section 10.13 of this Agreement, except to the extent that\nthose laws conflict with either the Commercial Arbitration Rules of the AAA or\nthe provisions of this Section 8.3.  All other procedural matters shall be\nwithin the discretion of the arbitrator.  In the event a party fails to comply\nwith the procedures in any arbitration in a manner deemed material by the\narbitrator, the arbitrator shall fix a reasonable period of time for compliance\nand, if the party does not comply within said period, a remedy deemed just by\nthe arbitrator, including an award of default, may be imposed.\n\n      (c)   Neither party shall be entitled to seek, nor shall the arbitrator \nbe empowered to award, punitive, consequential, exemplary or indirect \ndamages.  The determination of the arbitrator shall be final and binding on \nthe parties.  Judgment upon the award rendered by the arbitrator may be \nentered in any court having jurisdiction thereof.\n\n\n\n\n\n                                   ARTICLE 9\n\n                          TERMINATION AND ABANDONMENT\n\n\n                                       30\n\n\n9.1   Termination.\n\n      This Agreement may be terminated at any time prior to the Closing by\nmutual consent of Seller and Buyer.\n\n9.2   Procedure and Effect of Termination.\n\n      In the event of termination of this Agreement and abandonment of the \ntransactions contemplated hereby by either of the parties pursuant to this\nSection, written notice thereof shall promptly be given to the other party and\nthis Agreement shall terminate and the transactions contemplated hereby shall\nbe abandoned without further action by either of the parties hereto, and neither\nof the parties hereto shall have any liability or further obligation to the\nother party hereto pursuant to this Agreement except as stated in this Section\nand in Sections 6.1(b) and 6.1(c), which obligations shall continue in\nperpetuity.\n\n\n                                   ARTICLE 10\n\n                             MISCELLANEOUS PROVISIONS\n\n10.1  Public Announcements.\n\n      Any announcements or similar publicity with respect to this Agreement or\nthe transactions contemplated herein shall be approved by both Seller and Buyer\nin advance, provided that such approval shall not be unreasonable withheld or\ndelayed and that nothing herein shall prevent either party upon notice to the\nother from making public announcements to comply with the requirements of law or\ncontract.\n\n10.2  Amendment and Modification.\n\n\n                                       31\n\n\n      This Agreement may be amended, modified, or supplemented only by the\nwritten agreement of the parties hereto.\n\n10.3  Waiver of Compliance.\n\n      Except as otherwise provided in this Agreement, any failure of either of\nthe parties to comply with any obligation, covenant, agreement or condition\nherein may be waived by the party entitled to the benefit thereof only by a\nwritten instrument signed by the party granting such waiver, but such waiver or\nfailure to insist upon strict compliance with such obligation, covenant,\nagreement or condition shall not operate as a waiver of, or estoppel with\nrespect to, any subsequent or other failure.  The failure of any party hereto to\nenforce at any time any of the provision of this Agreement shall in no way be\nconstrued to be a waiver of any such provision, nor in any way to affect the\nvalidity of this Agreement or any part thereof or the right of any party\nthereafter to enforce each and every such provision.  No waiver of any breach of\nthis Agreement shall be held to be waiver of any other or subsequent breach.\n\n10.4  Survival of Representations and Warranties.\n\n      Each and every representation and warranty of Seller or Buyer contained \nherein or in any other document delivered prior to or at Closing shall survive\nfor a period of six (6) months (except that in the case of Seller's\nrepresentation and warranties contained in Section 5.3 and Section 5.5 which\nshall be for a period of twelve (12) months) from the Closing or from\ntermination of this Agreement pursuant to Article 9.\n\n10.5  Cost and Expenses.\n\n      Except as expressly otherwise provided in this Agreement, each party\nhereto shall bear its\n\n\n                                       32\n\n\nown costs and expenses in connection with this Agreement and the transactions \ncontemplated hereby.\n\n10.6  Notices.\n\n      All notices required or permitted hereunder shall be in writing and \nshall be deemed to be properly given: (a) when personally delivered to the \nparty entitled to receive the notice; (b) upon receipt of a facsimile message \nconfirmed by first-class mail, postage prepaid; (c) upon receipt of package \ndelivered by overnight courier; or (d) when sent by certified or registered \nmail, postage prepaid properly addressed to the party entitled to receive \nsuch notice at the address stated below or such other address as one party \nmay so notify other.\n\n      Seller: Block Drug Company, Inc.\n\n              257 Cornelison Avenue\n\n              Jersey City, New Jersey 07302\n\n              Attention:    Senior Vice President and General Counsel\n\n              Fax:  (201) 451-2534\n\n\n\n      Buyer:  WD-40 Company\n\n              1061 Cudahy Place\n\n              San Diego, California 92110\n\n              Attention:    Garry O. Ridge\n\n              Fax:   (619) 275-4958\n\n              With a copy to: John B. Sidell, Esq\n\n                                       33\n\n\n              Harmsen Carpenter Sidell &amp; Olson\n\n              Symphony Towers\n\n              750 B Street, Ste. 1800\n\n              San Diego, California 92101\n\n              Fax:   (619) 238-0087\n\n10.7  Exhibits and Schedules.\n\n      The Exhibits and Schedules attached to this Agreement are made a part of\nthis Agreement, and reference to a document or agreement in one Exhibit or\nSchedule shall deemed reference to such document or agreement in all Exhibits or\nSchedules.\n\n10.8  Successors and Assigns.\n\n      This Agreement shall be binding upon and shall inure to the benefit of the\nparties hereto and their respective successors and assigns.  Neither Seller nor\nBuyer may assign this Agreement or any of its rights or liabilities hereunder\nwithout the prior written consent of the other party hereto, except that Seller\nmay so assign to one or more of its Affiliates.\n\n10.9  Entire Agreement.\n\n      This Agreement, including the Exhibits and Schedules attached hereto and\nany documents referred to herein, shall constitute the entire Agreement between\nthe parties hereto with respect to the subject matter hereof and shall supersede\nall previous negotiations, commitments, and writings with respect to such\nsubject matter.\n\n10.10 Illegality and Severability.\n\n      In the event a court of competent jurisdiction holds any part or provision\nof this Agreement\n\n\n                                       34\n\n\nto be illegal, invalid, unenforceable or in conflict with the applicable laws or\nregulations, shall be ineffective to the extent of such holding and shall be\nreplaced with a part or provision that accomplishes, to the extent possible, the\noriginal commercial purpose and economic benefit of such part or provision in a\nvalid and enforceable manner, without affecting, impairing or invalidation the\nremaining provisions which shall remain binding on the parties hereto and in\nfull force and effect.\n\n10.11 Captions\n\n      The captions appearing in this Agreement are inserted only as a matter of\nconvenience and as a reference and in no way define, limit or describe the scope\nor intent of this Agreement or any of the provisions hereof.\n\n10.12 Counterpart.\n\n      This Agreement may be executed in on or more counterparts, each of which\nshall be deemed to be an original, but all of which shall constitute one\nagreement.\n\n10.13 Governing Law.\n\n      This Agreement shall be governed by and construed in accordance with the\nlaws of the State of New Jersey, but in no event shall any conflict of law\nprovision be applied in the governance and interpretation of this Agreement.\n\n\nIN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be\nsigned by their respective duly authorized officers as of the date first above\nwritten.\n\n\n\n                                       35\n\n\nBlock Drug Company, Inc.                    WD-40 Company\n\n\nBy:  \/s\/ Peter C. Mann                      By:  \/s\/ Garry O. Ridge\n    ------------------------------              -------------------------------\n\nName Printed:  Peter C. Mann                Name Printed:  Garry O. Ridge\n              --------------------                        ---------------------\n\nTitle:  President - Americas Division       Title:  President\/CEO\n       --------------------------------            ----------------------------\n\n\n\n\n\n\n\n\n\n\n                                       36\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9300],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9623,9622],"class_list":["post-43282","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-wd-40-co","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43282","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43282"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43282"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43282"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43282"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}