Asset Purchase Agreement (Page 4 of 8) in pdf

have fully and completely transferred to Buyer all his rights, title and interest, if

any, in, as well as possession, custody and control of, the Purchased Assets.

Seller shall not be liable or responsible for any liabilities or obligations of any

kind or nature whatsoever arising out of, under, or related to the Purchased

Assets from and after the Closing.

Buyer agrees that it is purchasing and shall take possession of the

Purchased Assets in their AS IS, WHERE IS condition and acknowledges that

it has previously been given the opportunity to and has conducted such

investigations and inspections of the Purchased Assets as it has deemed

necessary or appropriate for the purposes of this Agreement.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SELLER

DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS,

STATEMENTS, WARRANTIES, OR CONDITIONS OF ANY KIND OR

NATURE WHATSOEVER CONCERNING THE PURCHASED ASSETS,

INCLUDING

(WITHOUT

LIMITING

THE

GENERALITY

THE

FOREGOING) ANY WARRANTIES REGARDING THE OWNERSHIP,

CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE

PURCHASED ASSETS AND ANY AND ALL IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE

DISCLAIMED.

Conditions Precedent to Closing.

The performance by Seller and Buyer of their respective obligations under this

Agreement is subject to the condition that on the Closing Date no suit, action or other

proceeding shall be pending before any court or governmental or regulatory authority

which seeks to restrain or prohibit or to obtain damages or other relief in connection

with this Agreement or the consummation of the transactions contemplated by this

Agreement.

10.

Default.

If Seller fails to make the required deliveries at the Closing or otherwise

defaults under this Agreement, then Buyer shall have the right to terminate this

Agreement and thereupon this Agreement shall be null and void and of no

legal effect whatsoever. If so terminated, each party hereto shall suffer their

own losses, costs, expenses or damages arising out of, under or related to this

Agreement.

11.

Indemnity.

Buyer shall indemnify, defend and hold Seller harmless from and against any and all

losses, liabilities, damages, costs and obligations (or actions or claims in respect

thereof) (including reasonable counsel fees), which Seller may suffer or incur arising

out of or based upon:

the breach of any representation, warranty, covenant or agreement of

Buyer contained in this Agreement;

the Assumed Liabilities; and

the operation of the Business and the use of any of the Purchased

Asset Purchase Agreement Page 4

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