The Asset Purchase Agreement Sample Contracts

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • February 13th, 2006 • World Trophy Outfitters, Inc. • Services-miscellaneous amusement & recreation
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Contract
The Asset Purchase Agreement • January 11th, 2016 • VOXX International Corp • Wholesale-electronic parts & equipment, nec • New York
EXHIBIT “C 1” FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT DATED AS OF MARCH 18, 2004 BY AND AMONG PLANET POLYMER TECHNOLOGIES, INC. AND ALLERGY FREE, LLC
The Asset Purchase Agreement • October 8th, 2004 • Planet Polymer Technologies Inc • Services-commercial physical & biological research

and Ryer Agreement are collectively referred to as the Sale and Licensing Agreements. Purchaser will also assign to US Bank or another Person, as Trustee, for the benefit of Purchaser’s shareholders of record as of April 15, 2004, all proceeds received from Ryer or its Successor in prepayment of the Ryer Note, less fees and expenses related to accepting such prepayment and amending the Ryer Agreement. The terms of the Ryer Note are described more fully in the Ryer Agreement. Other than the right to receive and collect (i) royalties and (ii) proceeds received in prepayment of the Ryer Note, Purchaser will retain all other rights and obligations under the Sale and License Agreements. In the event Purchaser incurs costs or expenses in connection with obligations under the Sale and Licensing Agreements, Purchaser shall be entitled to reimbursement from the trust for such costs and expenses to the extent of any undistributed royalties received by the Trustee, provided such rights shall be s

Execution Version SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • May 5th, 2020 • New York

This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of October 21, 2019, by and among Navajo Transitional Energy Company, LLC, a Navajo Nation limited liability company (“Purchaser”), Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and the Additional Sellers (together with the Company, the “Sellers” and each entity individually a “Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • August 30th, 2007 • River Hawk Aviation Inc • Air transportation, scheduled • Michigan

THIS SECOND AMENDMENT to the Asset Purchase Agreement by and among River Hawk Aviation, Inc., a closely held Delaware corporation (“Seller” or the “Company”) and Calvin Humphrey, a resident of Texas (“Humphrey” or the “Shareholder”) on the one hand, and River Hawk Aviation, Inc., f/k/a Viva International, Inc., a Nevada corporation, on the other hand (“Buyer”) dated September 19, 2006, as amended January 10, 2007 (the “Agreement”), entered into this 29th day of August, 2007, amends the Agreement as follows (the “2nd Amendment”):

SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • November 8th, 2007 • General Motors Corp • Motor vehicles & passenger car bodies

This SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT, dated as of October 1, 2007 (this “Amendment”), is made by and between GENERAL MOTORS CORPORATION, a Delaware corporation, and ALLISON TRANSMISSION, INC., f/k/a Clutch Operating Company, Inc., a Delaware corporation.

FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • January 12th, 2007 • Viva International Inc • Air transportation, scheduled • Michigan

THIS FIRST AMENDMENT to the Asset Purchase Agreement by and among River Hawk Aviation, Inc., a closely held Nevada corporation (“Seller” or the “Company”); and Calvin Humphrey, a resident of Texas (“Humphrey” or the “Shareholder”); and Viva International, Inc. a Nevada corporation (“Buyer”) dated September 19, 2006 (the “Agreement”), entered into this 10th of January 2007, amends the Agreement as follows (the “Amendment”):

FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT| BY AND AMONG VILLA HOMES WEST, INC., D/B/A WOODSIDEMANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD., (COLLECTIVELY AS...
The Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.

THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“First Amendment”) is made and entered into as of September ___, 2002, by and among VILLA HOMES WEST, INC., D/B/A WOODSIDE MANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD. (collectively as “Seller”) and OP MAUMEE, INC., RE MAUMEE, INC., OP CAREY, INC., RE CAREY, INC., OP1 FREMONT, INC., RE1 FREMONT, INC., OP2 FREMONT, INC., RE2 FREMONT, INC., OP KENTON, INC. (collectively as “Buyer”).

AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • June 1st, 2009 • Foamex International Inc. • Plastics foam products

THIS AMENDMENT No. 2 TO THE ASSET PURCHASE AGREEMENT (this "Amendment") is made as of May 26, 2009 by and among MP Foam DIP LLC, a Delaware limited liability company("Purchaser"), and Foamex International Inc., a Delaware corporation ("Foamex Inc."), Foamex L.P., a Delaware limited partnership ("Foamex"), FMXI, LLC, a Delaware limited liability company ("FMXI"), Foamex Latin America, Inc., a Delaware corporation ("Foamex Latin America"), Foamex Asia, Inc., a Delaware corporation ("Foamex Asia"), Foamex Carpet Cushion LLC, a Delaware limited liability company ("Foamex Carpet"), Foamex Mexico, Inc., a Delawarecorporation ("Foamex Mexico") and Foamex Canada Inc., a Canadian corporation ("Foamex Canada", and, together with Foamex Inc., Foamex, FMXI, Foamex Latin America, Foamex Asia, Foamex Carpet and Foamex Mexico, "Sellers").

EXHIBIT “C 2” SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT DATED AS OF MARCH 18, 2004 BY AND AMONG PLANET POLYMER TECHNOLOGIES, INC. AND ALLERGY FREE, LLC
The Asset Purchase Agreement • October 20th, 2004 • Planet Polymer Technologies Inc • Services-commercial physical & biological research
FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • December 15th, 2015 • Teligent, Inc. • Pharmaceutical preparations

This First Amendment (this "Amendment") to that certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated October 5th, 2015, is made and entered into effective as of the 10th day of December 2015, by and among Concordia Pharmaceuticals Inc., S.à.r.1., Barbados Branch, a Barbados branch of a Luxembourg corporation, with a place of business at Canewood Business Centre, 5 Canewood Industrial Park, St. Michael, Barbados, BB11005 ("Seller"), on the one hand, and IGI Laboratories, Inc., a corporation organized under the laws of Delaware ("IGI Purchaser"), and Teligent Jersey Limited, a company incorporated in Jersey with registration number 119574 and having its registered office at 47 Esplanade, St. Helier, Jersey JE1 OBD ("TJL Purchaser," and together with IGI Purchaser, "Purchasers", and each, a "Purchaser"). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement.

ADDENDUM TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • January 13th, 2012 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment

T'HIS ADDENDUM TO THE ASSET PURCHASE AGREEMENT (the "APA) entered into on the 30th day of September, 2011 (the "Effective Date"), and relates to the Asset Purchase Agreement dated October 5, 2010, as amended May 12th, 2011 and entered into by and between CelLynx Group, Inc., a Nevada corporation (the "Seller"), and 5BARZ INTERNATIONAL INC., a Nevada Corporation (the "Buyer") as assigned to the Company on December 30, 2010. Each of the Seller and the Buyer may be referred to individually herein as a "Party" and collectively as the "Parties."

EXHIBIT “C 2” SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT DATED AS OF MARCH 18, 2004 BY AND AMONG PLANET POLYMER TECHNOLOGIES, INC. AND ALLERGY FREE, LLC
The Asset Purchase Agreement • October 8th, 2004 • Planet Polymer Technologies Inc • Services-commercial physical & biological research
TERM SHEET TO THE ASSET PURCHASE AGREEMENT made and entered in the city of Montreal, on March 31 2011,
The Asset Purchase Agreement • August 22nd, 2011 • Teliphone Corp • Telephone & telegraph apparatus

Teliphone Corp., a Corporation incorporated under the laws of the state of Nevada, having its head office at 424 rue St-François-XavierMontreal, Quebec H2Y 2S9 CANADA, hereby represented by Lawry Trevor-Deutsch, its President, duly authorized as he so declares,

ADDENDUM TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • May 16th, 2011 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment

THIS ADDENDUM TO THE ASSET PURCHASE AGREEMENT (the “APA”) is entered into on the 12th day of May, 2011 (the “Effective Date”), and relates to the Asset Purchase Agreement dated October 5, 2010 and entered into by and between CelLynx Group, Inc., a Nevada corporation (the “Seller”), and 5BARZ INTERNATIONAL INC., a Nevada Corporation (the “Buyer”) as assigned to the Company on December 30, 2010. Each of the Seller and the Buyer may be referred to individually herein as a “Party” and collectively as the “Parties.”

SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • December 3rd, 2004 • Rush Enterprises Inc \Tx\ • Retail-auto dealers & gasoline stations

This Second Amendment dated December 2, 2004 (this “Amendment”) among Rush Enterprises, Inc., a Texas corporation (“Rush”); Rush Truck Centers of Texas, L.P., a Texas limited partnership (“Rush Texas”); Rush Truck Centers of Alabama, Inc., a Delaware corporation (“Rush Alabama”); Rush Truck Centers of Tennessee, Inc., a Delaware corporation (“Rush Tennessee”); Rush Truck Centers of Indiana, Inc., a Delaware corporation (“Rush Indiana”); Rush Administrative Services, Inc., a Delaware corporation (“Rush Administrative Services,” and collectively with Rush Texas, Rush Alabama, Rush Tennessee and Rush Indiana, “Purchaser”); American Truck Source, Inc., a Delaware corporation (“ATS”); Dallas Peterbilt, Ltd., L.L.P., a Texas limited liability partnership (“ATS Texas”); Birmingham Peterbilt, Inc., a Texas corporation (“Birmingham”); Nashville Peterbilt, Inc., a Tennessee corporation (“ATS Tennessee”); Louisville Peterbilt, Inc., an Indiana corporation (“Louisville”); Highland Park Land Compan

AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • April 20th, 2007 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of April 16, 2007, between VERIZON CLINTON CENTER DRIVE CORP F/K/A SKYTEL CORP.), a Delaware corporation (“Seller”), and BELL INDUSTRIES, INC., a California corporation (“Purchaser”).

FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • June 17th, 2020 • DISH Network CORP • Cable & other pay television services

This FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated June 17, 2020, is made and entered into by and among T-Mobile US, Inc., a Delaware corporation (“TMUS”), Sprint Corporation, a Delaware corporation (“Sprint” and collectively with TMUS, the “Sellers”) and DISH Network Corporation, a Nevada corporation (the “Buyer”). Each of TMUS, Sprint and the Buyer is referred to herein as a “Party”, and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement (as defined below).

AMENDMENT
The Asset Purchase Agreement • November 17th, 2008 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution

THIS AMENDMENT (“Amendment”), dated November 3, 2008, is to the ASSET PURCHASE AGREEMENT (“Agreement”) dated June 1, 2008 by and between Lux Digital Pictures, Inc (“Buyer”) and RTV Media Corp (“Seller”), and is made to modify the Agreement as follows:

AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • July 13th, 2009 • Butler International Inc /Md/ • Services-help supply services • Delaware

AMENDMENT NO. 3, dated June 24, 2009 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (as amended, the “Purchase Agreement”), dated as of May 29, 2009, as amended by Amendment No. 1 to the Purchase Agreement, dated June 11, 2009 and as amended by Amendment No. 2 to the Purchase Agreement, dated June 12, 2009, in each case, by and among Butler International, Inc, a Maryland corporation (“Butler”), the Sellers set forth on the signature page thereto (collectively with Butler, the “Sellers”) and Butler America LLC, a Delaware limited liability company (“Buyer”).

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT BY AND AMONG MOOG INC. AND SUREFLY, INC. AND WORKHORSE GROUP INC.
The Asset Purchase Agreement • October 7th, 2019 • Workhorse Group Inc. • Motor vehicles & passenger car bodies • New York

THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT BY AND AMONG MOOG INC. AND SUREFLY, INC. AND WORKHORSE GROUP INC. (this “Amendment”) is entered into as of the 4th day of October, 2019, by and between MOOG Inc., a New York corporation (“Purchaser”), and SUREFLY, INC., a Delaware corporation, and WORKHORSE GROUP INC., a Nevada corporation, and (“Seller”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement (as defined below).

FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • June 5th, 2008 • International Isotopes Inc • Industrial instruments for measurement, display, and control

THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (the “Amendment”), is made and entered into effective as of June 3, 2008 (the “Effective Date”) by and among International Isotopes, Inc., a Texas corporation (“Buyer”), and Sequoyah Fuels Corporation, a Delaware corporation (“Seller”), pursuant to the terms and conditions set forth herein. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in that certain Asset Purchase Agreement, dated May 30, 2008, a copy of which is attached hereto as Exhibit A (the “Agreement”) and incorporated herein by this reference.

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SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • July 10th, 2019 • Salon Media Group Inc • Services-advertising

This SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Second Amendment”), is dated as of June 30, 2019 (the “Effective Date”), by and between Salon Media Group, Inc., a Delaware corporation (the “Seller”), and Salon.com, LLC, a Delaware limited liability company (the “Buyer”). The Buyer and the Seller are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT DATED JANUARY 29, 2008
The Asset Purchase Agreement • April 1st, 2009 • Bos Better Online Solutions LTD • Computer communications equipment

Made and entered into as of March 23, 2009 by and among Dimex Systems (1988) Ltd. (Hereinafter “DS”), and Dimex Hagalil Ltd. (hereinafter: “DHG”), (DS and DHG, each a Seller and shall be referred herein together as the “Sellers”) and B.O.S Better Online Solutions Ltd. (the “Buyer”)

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • November 6th, 2018 • Glatfelter P H Co • Paper mills

This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement, dated as of August 21, 2018 (together with the Exhibits, Annexes and Schedules thereto, the “APA”), is made as of this 31st day of October, 2018, by and between P. H. Glatfelter Company, a Pennsylvania corporation (the “Seller”), and Pixelle Specialty Solutions LLC (formerly known as Spartan Paper LLC), a Delaware limited liability company (the “Purchaser” and, together with the Seller, the “Parties” and each, a “Party”).

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • October 18th, 2019 • Amgen Inc • Biological products, (no disgnostic substances)

This AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT dated as of October 17, 2019 (this “Amendment”) is by and between CELGENE CORPORATION, a Delaware corporation (“Seller”), and AMGEN INC., a Delaware corporation (“Purchaser”) (each of Seller and Purchaser, a “Party”, and collectively, the “Parties”).

AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • August 12th, 2015 • AAC Holdings, Inc. • Services-specialty outpatient facilities, nec

This AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“Amendment”) is entered into this 10th day of August, 2015 (“Effective Date”), by and among AMERICAN ADDICTION CENTERS, INC., a Nevada corporation (the “Parent”), OXFORD TREATMENT CENTER, LLC, a Delaware limited liability company (the “Company”), BHR OXFORD REAL ESTATE, LLC, a Delaware limited liability company (“BHR”), and THE OXFORD CENTRE, INC., a Mississippi corporation, and RIVER ROAD MANAGEMENT, LLC, a Mississippi limited liability company (collectively, the “Seller”). The Parent, Company, BHR and Seller are collectively referred to herein as the “Parties.”

FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • November 8th, 2007 • General Motors Corp • Motor vehicles & passenger car bodies

This FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT, dated as of August 7, 2007 (this “Amendment”), is made by and between GENERAL MOTORS CORPORATION, a Delaware corporation, and CLUTCH OPERATING COMPANY, INC., a Delaware corporation.

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • May 10th, 2011 • Arena Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment No. 1 (the “Amendment”), effective as of January 1, 2011, is by and between Arena Pharmaceuticals GmbH (“Buyer”) and Siegfried Ltd. (“Seller”), and modifies the Asset Purchase Agreement dated December 18, 2007, by and between the Parties (the “Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • July 13th, 2009 • Butler International Inc /Md/ • Services-help supply services • Delaware

AMENDMENT NO. 2, dated June 12, 2009 (this “Amendment”) to the ASSET PURCHASE AGREEMENT (as amended, the “Purchase Agreement”), dated as of May 29, 2009, as amended by Amendment No. 1 to the Purchase Agreement, dated June 11, 2009, in each case, by and among Butler International, Inc, a Maryland corporation (“Butler”), the Sellers set forth on the signature page thereto (collectively with Butler, the “Sellers”) and Butler America LLC, a Delaware limited liability company (“Buyer”).

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • June 12th, 2006 • NewPage CORP • Paper mills • Maine

AMENDMENT NO. 1 (this “Amendment”), dated as of June 7, 2006, to the Asset Purchase Agreement, dated as of January 6, 2006 (the “Agreement”), between Brookfield Power Inc. (formerly known as Brascan Power Inc.), an Ontario corporation (“Buyer”), Rumford Falls Power Company, a Maine corporation (“Seller”), and, solely for purposes of Section 5.06, Section 7.05 and Section 9.05 of the Agreement, Rumford Paper Company, a Delaware corporation (“Mill Owner”).

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • November 20th, 2006 • Bell Industries Inc /New/ • Wholesale-electronic parts & equipment, nec • New York

This Amendment No. 1 to the Asset Purchase Agreement (this “Amendment”) is made as of November 16, 2006 and amends that certain Asset Purchase Agreement dated as of November 10, 2006, by and between Skytel Corp., a Delaware corporation, and Bell Industries, Inc., a California corporation (the “Agreement”).

AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances)

This AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated as of October 17, 2019 (this “Amendment”) is by and between CELGENE CORPORATION, a Delaware corporation (“Seller”), and AMGEN INC., a Delaware corporation (“Purchaser”) (each of Seller and Purchaser, a “Party”, and collectively, the “Parties”).

THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • October 7th, 2005 • Tandem Health Care, Inc.

THIS THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT (“Third Amendment”) is made and entered into as of December 18, 2002, by and among VILLA HOMES WEST, INC., D/B/A WOODSIDE MANAGEMENT GROUP, RIDGEWOOD MANOR, LLC, PARKVIEW REAL ESTATE, LTD., WOODSIDE PROPERTIES I, LTD., AND WOODSIDE PROPERTIES II, LTD. (collectively as “Seller”) and OP MAUMEE, INC., RE MAUMEE, INC., OP CAREY, INC., RE CAREY, INC., OP1 FREMONT, INC., RE1 FREMONT, INC., OP2 FREMONT, INC., RE2 FREMONT, INC., OP KENTON, INC. (collectively as “Buyer”).

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement • May 6th, 2009 • Foamex International Inc. • Plastics foam products

THIS AMENDMENT No. 1 TO THE ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of April 30, 2009 by and among MP Foam DIP LLC, a Delaware limited liability company(“Purchaser”), and Foamex International Inc., a Delaware corporation (“Foamex Inc.”), Foamex L.P., a Delaware limited partnership (“Foamex”), FMXI, LLC, a Delaware limited liability company (“FMXI”), Foamex Latin America, Inc., a Delaware corporation (“Foamex Latin America”), Foamex Asia, Inc., a Delaware corporation (“Foamex Asia”), Foamex Carpet Cushion LLC, a Delaware limited liability company (“Foamex Carpet”), Foamex Mexico, Inc., a Delawarecorporation (“Foamex Mexico”) and Foamex Canada Inc., a Canadian corporation (“Foamex Canada”, and, together with Foamex Inc., Foamex, FMXI, Foamex Latin America, Foamex Asia, Foamex Carpet and Foamex Mexico, “Sellers”).

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