Asset Purchase Agreement (Page 4 of 5) in pdf

Approval or Contract, including performance by Seller as agent, provided that Buyer shall undertake

to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent Buyer

would have been responsible therefor if such consent or approval had been obtained. Seller shall pay

and discharge, and shall indemnify and hold Buyer harmless from and against, any and all

out-of-pocket costs of seeking any such consent or approval whether before or after Closing.

Nothing in this Section 1.5 shall be deemed a waiver by Buyer of its right to receive prior to Closing

an effective assignment of all of the Assets nor shall this Section 1.5 be deemed to constitute an

agreement to exclude from the Assets any assets described under Section 1.1.

1.6.Closing. The closing of the sale and purchase of the Assets (the “Closing”) shall take

place at the offices of _________________, _____________________, 10:00 a.m. on the date

that is two Business Days after the conditions set forth in Article _____ have been satisfied or waived

(other than conditions that by their terms are to be satisfied at Closing but subject to the satisfaction

or waiver of such conditions), or on such other date as the parties may agree to in writing (the “

Closing Date”).

1.7.Purchase Price. Subject to the terms and conditions hereof, at Closing Buyer shall pay or

cause to be paid to Seller and the Foreign Subsidiaries an aggregate of U.S. $______ (the “Purchase

Price”), by wire transfer of immediately available funds to an account designated by Seller at least two

Business Days prior to the Closing Date, and to assume or cause one of the Buyer Parties to assume

the Assumed Liabilities as provided in Section 1.3.

1.8.Allocation of Purchase Price. The parties agree to allocate the Purchase Price and the

Assumed Liabilities among the Assets acquired from each Seller, on a Seller-by-Seller basis, in

accordance with an allocation schedule to be prepared by Buyer. Such allocation schedule shall be

prepared in accordance with section 1060 of the Code (and requirements of any applicable tax laws

of the applicable foreign country in the case of foreign Assets) and shall be based on an appraisal or

appraisals conducted by Real Certain Appraisal Company or other independent appraiser or

appraisers chosen by Buyer. No Seller shall be entitled to receive from any Buyer Party any amount

in excess of the respective amounts set forth on such allocation schedule on account of the sale to the

Buyer Parties of such Seller’s Operations. In connection with the determination of the foregoing

appraisal or appraisals and allocation schedules, the parties shall cooperate with each other and

provide such information as any of them shall reasonably request. The parties will each report the

federal, state and local and other Tax consequences of the purchase and sale contemplated hereby

(including the filing of Internal Revenue Service Form 8594) in a manner consistent with such

allocation schedules.

ARTICLE II

Representations and Warranties of Seller

As of the date hereof and as of the Closing Date, Seller represents and warrants to Buyer as

follows:

2.1.Authorization, etc. Each Seller has the corporate power and authority to execute and

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