Asset Purchase Agreement (Page 3 of 8) in pdf

only in the usual and ordinary course of business consistent with Seller's past

practice.

Until the Closing, Seller shall make no sale of assets other than in the

ordinary course of Seller's past practice.

Closing.

In the event that Buyer is the successful Buyer following the Auction,

the consummation of the purchase and sale of the Purchased Assets (the

"Closing") shall be held at 4:00 p.m. on April 15

, 1997 or sooner by

agreement of the parties, at such place as Buyer and Seller may agree.

At the Closing, Seller shall deliver the Purchased Assets to Buyer and

shall deliver the following documents to Buyer:

an Assignee's Bill of Sale in substantially the form of Exhibit B;

ii.

an Assignment, Acceptance and Assumption Agreement

pursuant to which Seller shall assign and Buyer shall assume

and agree to pay all Assumed Liabilities ("Assignment");

iii.

list of Accounts;

iv.

list of Inventory;

Closing Statement; and

vi.

such other documents as may be reasonably requested by

Purchaser in connection with the consummation of the

transactions contemplated by this Agreement.

At Closing Buyer shall pay to Seller the Purchase Price and shall

deliver to Seller the following documents:

executed counterparts of the Assignment;

ii.

copies, certified by the appropriate governmental official of the

State of Illinois as of a date not more than ten (10) days prior to

the Closing Date, of its articles of incorporation and all

amendments thereto;

a secretary's certificate in the form satisfactory to Seller’s

iii.

counsel relating to incumbency and corporate proceedings

authorizing the transactions contemplated by this Agreement;

iv.

executed counterparts of the Closing Statement; and

such other documents as may be reasonably requested by

Seller in connection with the consummation of the transactions

contemplated by this Agreement.

Delivery and Condition of the Purchased Assets.

Immediately upon completion of the Closing, Seller shall be deemed to

Asset Purchase Agreement Page 3

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