http://oepeoq.webnode.ru http://andres-abyanin.cabanova.com https://pharmacies-online-blog.tumblr.com http://ferikolper.webgarden.com http://buydrugsonlinewithoutprescript.jimdo.com https://tackk.com/valtrex-shop http://valtrex.webgarden.com http://phentermine-zantryl.soup.io http://teoalek.loveslife.biz

ASSET PURCHASE AGREEMENT

comprar actoplus met

comprar clarinex sin receta

comrar venta trental

Acheter Dostinex

comprar betagan sin receta

“Assumed Liabilities”

“Books and Records”

“Customer Lists”

“Encumbrance”

“Excluded Assets”

“Knowledge”

“Person”

“Property Rights”

“Business”

“Return” or “Returns”

“Tax” or “Taxes”

ARTICLE 1

SALE AND TRANSFER OF ASSETS

1.1 Sale and Transfer of Business and Assets.

1.2 Assumption of Liabilities.

1.3 Purchase Price.

1.4 Closing.

1.5 Obligations at Closing; Further Acts and Assurances.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES BY SELLERS

2.1 Organization, Corporate Power and Qualification.

2.2 Financial Statements.

2.3 Absence of Certain Recent Changes.

2.4 Title to Properties.

2.5 Execution, Delivery and Performance of Agreement; Authority.

2.6 Permits and Licenses.

2.7 Assets Necessary to Business.

2.8 Compliance With Laws and Other Instruments.

2.9 Tax Matters.

2.10 Books of Account; Reports.

2.11 Brokers and Finders.

2.12 No Knowledge of Certain Events.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYERS

3.1 Organization and Standing of Buyers.

3.2 Authority; Binding Effect.

3.3. Rights of Third Parties.

3.4 No Consents Required.

3.5 Certain Proceedings.

3.6 Brokers and Finders.

3.7 No Knowledge of Certain Events.

ARTICLE 4

COVENANTS OF BUYERS

4.1 Best Efforts to Secure Consents.

4.2 Necessary Action.

4.3 Handling of Documents.

4.4 Employee Matters.

4.5 Benefit and Employee Plans.

ARTICLE 5

COVENANTS OF SELLERS

5.1 Access and Information.

5.2 Conduct of Business.

5.3 Personnel Matters.

5.4 Compliance with Agreement.

5.5 Best Efforts to Secure Consents.

5.6 Employee Matters.

5.7 Benefit and other Employee Plans.

5.8 Accrual for Vacation Benefits for Former Employees.

5.9 Other Accruals.

ARTICLE 6

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS

6.1 Representations and Warranties True.

6.2 Authority.

6.3 No Obstructive Proceeding.

6.4 Proceedings and Documents Satisfactory.

6.5 Insurance.

6.6. Fairness Opinion.

ARTICLE 7

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYERS

7.1 Representations and Warranties True.

7.2 No Obstructive Proceeding.

7.3 Consents and Approvals; Releases.

7.4 Proceedings and Documents Satisfactory.

7.5 No Adverse Change.

7.6 Federal and State Approvals; Licensing.

7.7 Due Diligence.

7.8. Lender Approval.

ARTICLE 8

SPECIAL PROVISIONS

8.1 Corporate Name of Business.

8.2 Non Competition.

8.3 Leaseholds.

8.4 Post Closing Payments.

8.5 Expenses for Post Closing Adjustment.

8.6 Final Post Closing Adjustment.

ARTICLE 9

TERMINATION

9.1 Optional Termination.

9.2 Notice of Termination.

9.3 Termination.

ARTICLE 10

INDEMNIFICATION

10.1 Grant of Indemnity.

ARTICLE 11

MISCELLANEOUS

11.1 Expenses.

11.2 Notices.

11.3 Entire Agreement.

11.4 Governing Law.

11.5 Waiver of Trial by Jury.

11.6 Legal Fees and Costs.

11.7 Time.

11.8 Section Headings.

11.9 Waiver.

11.10 Exhibits.

11.11 Assignment.

11.12 Binding on Successors and Assigns.

11.13 Parties in Interest.

11.14 Amendments.

11.15 Drafting Party.

11.16 Counterparts.

11.17 Reproduction of Documents.

11.18 Press Releases.

11.19 Access to Records After Closing.

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.