Form Apa - Asset Purchase Agreement Page 17
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case which violation has not been corrected as of the date hereof and would have a
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Material Adverse Effect.
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4.14
No Brokers
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Neither Seller nor any of its respective officers, directors, employees,
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shareholders or Affiliates has employed or made any agreement with any broker, finder
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or similar agent or any person or firm which will result in any obligation of Buyer or any
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of its Affiliates to pay any finder's fee, brokerage fee or commission or similar payment
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in connection with the transactions contemplated hereby.
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4.15
No Other Agreements to Sell the Purchased Assets
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Except as set forth on Schedule 4.15, neither Seller nor any of its officers,
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directors, shareholders or Affiliates have any commitment or legal obligation, absolute or
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contingent, to any other person or firm other than the Buyer to sell, assign, transfer or
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effect a sale of any of the Purchased Assets (other than Inventory in the ordinary course
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of business), to effect any consolidation, liquidation or dissolution of Seller, or to enter
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into any agreement or cause the entering into of any agreement with respect to any of the
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foregoing.
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4.16
Employee Benefit Plans
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(a)
Definitions.
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The following terms, when used in this Section 4.16, shall have the
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following meanings. Any of these terms may, unless the context otherwise requires, be
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used in the singular or the plural depending on the reference.
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(i)
"Benefit Arrangement" shall mean each plan,
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arrangement (written or oral), program, agreement or commitment providing for
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insurance coverage (including without limitation any self-insured arrangements),
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workers' compensation, disability benefits, supplemental unemployment benefits,
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vacation benefits, severance benefits, life, health, disability or accident benefits
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(including without limitation any "voluntary employees' beneficiary association" as
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defined in Section 501(c)(9) of the Code providing for the same or other benefits) or for
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deferred compensation, profit-sharing bonuses, stock options, stock appreciation rights,
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stock purchases or other forms of incentive compensation or post-retirement insurance,
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compensation or benefits which (A) is not a Welfare Benefit Plan, Pension Plan or
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Multiemployer Plan, (B) is entered into, maintained, contributed to or required to be
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contributed to by Seller, and (C) covers any Sales Employees (with respect to their
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relationship with Seller).
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(ii)
"Employee Plans" shall mean all Benefit Arrangements,
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Multiemployer Plans, Pension Plans and Welfare Benefit Plans.
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