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DOCUMENT TITLE:  ASSET PURCHASE AGREEMENT .
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Clause Heading
2.1 - Transfer of Assets and Liabilities.
2.2 - Consideration.
2.3 - Closing.
2.4 - Purchase Price Adjustment.
2.6 - Allocation of Purchase Price.
2.5 - Taxes.
2.7 - Completion of Transfers.
2.8 - Excluded Liabilities.
2.9 - Further Assurances.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER AND TRAVELZOO
3.1 - Seller and Seller Subsidiaries Existence and Power.
3.2 - Seller Valid and Enforceable Agreement; Authorization.
3.3 - Ownership and Capitalization of Seller Subsidiaries.
3.4 - Taxes.
3.5 - Litigation.
3.6 - Condition of Real and Personal Property.
3.7 - Contracts.
3.8 - Title.
3.9 - Licenses and Permits.
3.10 - Compliance with Laws.
3.11 - Labor Matters.
3.12 - Intellectual Property Matters.
3.13 - Brokers, Finders.
3.14 - Travelzoo Existence and Power.
3.15 - Travelzoo Valid and Enforceable Agreement; Authorization.
3.16 - No Other Representations or Warranties.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER
4.1 - Existence and Power.
4.2 - Valid and Enforceable Agreement; Authorization.
4.3 - Brokers, Finders.
4.4 - Litigation.
4.5 - Funds.
4.6 - No Knowledge of Breach of Seller Representation.
4.7 - No Other Representations or Warranties.
ARTICLE V - REPRESENTATIONS AND WARRANTIES OF AZZURRO
5.1 - Existence and Power.
5.2 - Valid and Enforceable Agreement; Authorization.
5.3 - Brokers, Finders.
5.4 - Litigation.
5.5 - Funds.
5.6 - No Knowledge of Breach of Seller Representation.
5.7 - No Other Representations or Warranties.
6.1 - Conduct of Business Until Closing.
6.2 - Access Pending Closing.
6.3 - Books and Records.
6.4 - Confidentiality; Announcements.
6.5 - Advertiser and Subscriber Information.
6.6 - Filings; Cooperation.
6.7 - Obligations with Respect to Employees.
6.8 - Acquisition Proposals.
ARTICLE VII - CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER AND AZZURRO
7.1 - Accuracy of Representations and Warranties and Performance of Obligations.
7.2 - Consents and Approvals.
7.3 - No Contrary Judgment or Litigation.
7.4 - Japan Purchase Agreement.
7.5 - Deliveries.
7.6 - No Material Adverse Effect.
7.7 - Due Diligence and Disclosure Schedules.
7.8 - Formation of Buyer.
ARTICLE VIII - CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
8.1 - Accuracy of Representations and Warranties and Performance of Obligations.
8.2 - Consents and Approvals.
8.3 - No Contrary Judgment.
8.4 - Deliveries.
8.5 - Japan Purchase Agreement.
8.6 - Expiration of the Solicitation Period End-Date.
9.1 - Indemnification by Seller.
9.2 - Indemnification by Buyer.
9.3 - Notice and Payment of Losses.
9.4 - Defense of Third-Party Claims.
9.5 - Survival of Representations and Warranties.
9.6 - Limitation on Indemnification.
9.7 - Characterization of Indemnity Payments.
9.8 - Exclusive Remedy.
10.1 - Notice.
10.2 - Termination; Termination Fee.
10.3 - Entire Agreement.
10.4 - Severability.
10.5 - Assignment; Binding Agreement.
10.6 - Expenses.
10.7 - Counterparts.
10.8 - Headings; Interpretation.
10.9 - Governing Law.
10.10 - Arbitration.
10.11 - Disclosure Generally.
10.12 - No Third Party Beneficiaries or Other Rights.
10.13 - Knowledge.
10.14 - Travelzoo Guarantee.
4.4 - The Receiving Party shall:
2.1 - License of Customer Software.
2.2 - Customers Rights to Access the Host Platform and Host Servers.
3.1 - Payment.
3.2 - Taxes.
3.3 - Invoices.
2.3 - Host Ownership Rights.
2.4 - Security.
4.1 - Host Warranties.
4.2 - Disclaimer of Warranty.
(b) - For Cause.
(c) - Persistent Failure of Hosting Services.
(d) - For Insolvency.
4.3 - Customer Warranties.
4.4 - Hosts Indemnification.
4.5 - Customers Indemnification.
5 - Exclusive Remedy and Limitation of Liability.
6.1 - Term.
(e) - Limited Termination Remedy.
7.4 - The Receiving Party shall:
7.6 - Compelled Disclosure.
7.7 - Equitable Remedies.
8 - Audit.
9.2 - Assignment.
9.8 - Arbitration.
9.9 - Force Majeure.
9.11 - Equitable Relief.
9.14 - Counterparts.
(b) - This Agreement is non-exclusive.
6 - Amendment.
7 - Notices.
8 - Waivers.
9 - Relationship of the Parties.
1 - Voting.
2 - Board Deliberations.
3 - Term.
(a) - Amendments, Waivers, Etc.
(b) - Severability.
(c) - Governing Law; Venue.
1 - Transition Services; Limitations.
2 - Term of Agreement/Transition Services.
3 - Fees and Expenses.
4 - Cooperation
5 - Confidentiality
6 - Compliance with Laws and Regulations.
7 - Limitations on Liability.
8 - Indemnity.
9 - Amendment.
10 - Notices.
11 - Waivers.
12 - Relationship of the Parties.
13 - Successors and Assigns; Assignment.
14 - Applicable Law.
15 - Counterparts.
16 - Entire Agreement.
17 - No Third Party Beneficiaries.