Form Apa - Asset Purchase Agreement Page 7
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461
"Regulations" shall mean any laws, statutes, regulations, rules, notice
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requirements, court decisions, agency guidelines, principles of law and orders of any
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federal or state government and any department or agency thereof, including without
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limitation Environmental Laws, energy, motor vehicle safety, public utility, building and
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health codes, occupational safety and health and laws respecting employment practices,
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employee documentation, terms and conditions of employment and wages and hours.
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"Representative" shall mean any officer, director, principal, attorney, agent,
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employee or other representative.
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"Seller's Disclosure Schedule" shall mean a schedule executed and delivered by
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Seller to Buyer as of the date hereof which sets forth exceptions to the representations
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and warranties contained in Article IV and certain other information called for by this
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Agreement.
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"Seller's Knowledge" shall mean the actual knowledge of
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_______________________________________________, as such knowledge may exist
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at the Closing Date without inquiry into the matter to which reference to Seller's
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Knowledge is made.
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"Statement Date" shall mean _____________, 200__.
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"Tax" shall mean any federal, state, local, foreign or other tax, levy, impost, fee,
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assessment or other government charge, including without limitation income, estimated
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income, business, occupation, franchise, property, payroll, personal property, sales,
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transfer, use, employment, commercial rent, occupancy, franchise or withholding taxes,
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and any premium, including without limitation interest, penalties and additions in
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connection therewith.
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"Title Company" shall mean _____________________________.
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"Transition Services Agreement" shall mean a Transition Services Agreement to
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be negotiated between Buyer and Seller pursuant to Section 6.8.
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"Transition Trademark License" shall mean the Transition Trademark License in
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the form attached as Exhibit A to the Intellectual Property Purchase and License
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Agreement.
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(b)
Other Defined Terms.
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The following terms shall have the meanings given to such terms in the
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Sections indicated below.
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Term
Section
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Base Purchase Price ......................................................................2.3
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Benefit Arrangement.............................................................. 4.16(a)
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Buyer's Plan .............................................................................9.3(d)
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