Asset Purchase Agreement (Page 5 of 8) in pdf

Asset Purchase Agreement Page 5

Assets after the Closing.

12.

Notices.

Any notice required or permitted by this Agreement shall be in writing and effectively

delivered for all purposes if delivered personally, by overnight delivery service or by

United States mail, certified mail, postage prepaid, return receipt re quested and:

If directed to Seller:

John [Assignee], not individually, but as

Assignee for the benefit of the creditors of

[Seller], Inc.

_______________________

Chicago, Illinois __________

If directed to Buyer:

[Buyer], Ltd.

All notices shall be deemed delivered upon receipt.

13.

Survival.

The representations, warranties and covenants contained herein shall not survive

the execution and delivery of this Agreement and Closing.

14.

Brokers.

Buyer and Seller each warrants to the other that it has not engaged, consented to,

or authorized any broker, investment banker, or other third party to act on its

behalf, directly or indirectly, as a broker or finder in connection with the

transactions contemplated by this Agreement and no such third party is entitled to

any fee or compensation in connection with this Agreement or the transactions

contemplated hereby by reason of any action of it.

15.

Amendment and Modification.

This Agreement may be amended, modified or supplemented only by written

agreement of Buyer and Seller.

16.

Severability.

Any provision of this Agreement that shall be prohibited or unenforceable shall be

deemed ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof.

17.

Entire Agreement.

This Agreement sets forth all of the promises, covenants, agreements, conditions

and undertakings between the parties hereto with respect to the subject matter

hereof, and supersedes all prior and contemporaneous agreements and

undertakings, inducements or conditions, express or implied, oral or written.

Asset Purchase Agreement Page 5