Form Apa - Asset Purchase Agreement Page 12
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(ii)
the Assignment and Assumption Agreement;
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(iii)
the Transition Trademark License;
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(iv)
the Intellectual Property Purchase and License
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Agreement;
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(v)
the certificates and other documents required by
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Article VIII in form reasonably satisfactory to Buyer;
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(vi)
all documents required to transfer Leased Equipment to
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Buyer, to the extent such Leased Equipment is transferable to Buyer; and
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(vii)
all Books and Records and Contracts located at
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______________________ (which shall be deemed delivered to Buyer at Closing).
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Seller shall use commercially reasonable efforts to deliver any other Books and Records
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and Contracts to Buyer as soon as practicable after the Closing.
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(b)
Buyer's Deliveries.
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At the Closing, Buyer shall deliver or cause to be delivered the Base
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Purchase Price to Seller in accordance with Section 2.3, and shall execute and deliver to
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Seller or Seller's Affiliates:
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(i)
the Assignment and Assumption Agreement;
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(ii)
the Transition Trademark License;
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(iii)
the Intellectual Property Purchase and License
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Agreement;
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(iv)
the consents, certificates and other documents required
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by Article VII in form reasonably satisfactory to Seller; and
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(v)
all documents required to transfer Leased Equipment to
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Buyer, to the extent such Leased Equipment is transferable to Buyer.
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ARTICLE IV
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REPRESENTATIONS AND WARRANTIES OF SELLER
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Seller hereby represents and warrants to Buyer, as of the date hereof, and except
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as otherwise set forth on the Seller's Disclosure Schedule, as follows:
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4.1
Organization
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Seller is a corporation duly organized, validly existing and in good standing under
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the laws of the State of ______________ with full corporate power and authority to
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conduct the Business as it is presently being conducted and to own and lease those
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properties and assets relating to the Business that are included in the Purchased Assets.
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Form APA.doc
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