Common Contracts
1 similar Asset Purchase Agreement contracts
ASSET PURCHASE AGREEMENT BETWEENAsset Purchase Agreement • May 14th, 2008 • New York
TABLE OF CONTENTS Page Article I DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere in this Agreement 5 1.3 Other Definitional and Interpretive Matters 6 Article II PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES 7 2.1 Purchase and Sale of Assets 7 2.2 Agency Agreement 7 2.3 Excluded Assets 8 2.4 Assumption of Liabilities 8 2.5 Excluded Liabilities 9 2.6 Cure Amounts 9 2.7 Rejection of Certain Executory Contracts 9 2.8 Further Conveyances and Assumptions 9 2.9 Bulk Sales Laws 10 Article III CONSIDERATION 10 3.1 Consideration 10 3.2 Payment of Purchase Price 10 Article IV CLOSING AND TERMINATION 10 4.1 Closing Date 10 4.2 Deliveries by Seller 10 4.3 Deliveries by Purchaser 11 4.4 Termination of Agreement 11 4.5 Procedure Upon Termination 12 4.6 Effect of Termination 12 Article V REPRESENTATIONS AND WARRANTIES OF SELLER 12 5.1 Authorization of Agreement 12 5.2 Conflicts; Consents of Third Parties 13 5.3 A
