Form Apa - Asset Purchase Agreement Page 14
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461
(e)
change in the accounting methods or practices of Seller which
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would have a Material Adverse Effect on the Financial Statements;
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(f)
liabilities incurred by Seller involving $_________ or more, other
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than liabilities incurred in the ordinary course of business, or any material increase or
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material change in any assumptions underlying or methods of calculating any bad debt,
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contingency or other reserves, in each case with respect to the Business; or
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(g)
agreement by Seller to do any of the foregoing.
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4.5
Fixtures and Equipment
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Schedule 4.5 includes all material assets comprising the Fixtures and Equipment
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(other than any spare parts) with an original purchase price in excess of $_________.
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Seller or Seller's Affiliates have good title to the personal property included in the
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Fixtures and Equipment free of any Encumbrances, other than Permitted Encumbrances,
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except for any such Fixtures and Equipment which have been disposed of in the ordinary
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course of business.
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4.6
Leases
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Schedule 4.6(b) sets forth a list of all real property leased or subleased by
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Seller solely in connection with the Business. Seller has delivered to Buyer correct and
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complete copies of the leases and subleases listed on Schedule 4.6(b) (as amended to
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date).
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4.7
Agreements and Commitments
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(a)
Agreements.
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Schedule 4.7(a) sets forth the following Assumed Agreements (other than
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(x) those Assumed Agreements which are terminable on less than 90 days notice by the
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Seller, (y) customer contracts for the sale of Purchased Products entered into in the
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ordinary course of business, and (z) purchase orders issued in the ordinary course of
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business):
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(i)
any agreement for the lease of personal property to or
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from any Person providing for lease payments in excess of $_________ per annum;
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(ii)
any agreement concerning a partnership or joint
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venture;
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(iii)
any material agreement concerning confidentiality or
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non-competition;
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(iv)
any collective bargaining agreement;
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