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DOCUMENT TITLE:  ASSET PURCHASE AGREEMENT .
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Clause Heading
Section 1. - PURCHASE AND SALE.
Section 2. - PURCHASE PRICE.
3.1 - Date of Closing.
3.2 - Extension of Closing.
3.3 - Effective Date Cooperation.
Section 4. - REPRESENTATIONS AND WARRANTIES OF SELLER
4.1 - Authority.
4.2 - Ownership.
4.3 - Financial Statements.
4.4 - No Subsidiaries.
4.5 - Other Business Names.
4.6 - Sites.
4.7 - Leases.
4.8 - Tangible Personal Property.
4.9 - Intangible Personal Property.
4.10 - Assets and Inventory.
4.11 - Current Employees and Employment Practices.
4.12 - Insurance.
4.13 - Compliance with Applicable Laws.
4.14 - Environmental Compliance.
4.15 - Taxes.
4.16 - Litigation.
5.1 - Limitations on Representations and Warranties.
5.2 - Due Diligence Investigation.
Section 6. - REPRESENTATIONS AND WARRANTIES OF BUYER
6.1 - Company Organization and Authority.
7.1 - Assignment of Leases.
7.2 - Accounting; Cooperation of Parties.
8.1 - Insurance.
Section 9. - DELIVERIES OF SELLER AT CLOSING
9.1 - Evidence of Ownership.
9.2 - Consents and Approvals.
9.3 - Sellers Documents.
9.4 - Other Assurances.
Section 10. - DELIVERIES OF BUYER AT CLOSING
10.1 - Issuance of Stock Certificates.
10.2 - Resolution of Board of Directors.
10.2 - Other Assurances.
Section 11. - INDEMNIFICATION
11.1 - Disclosures by Sellers.
11.2 - Indemnification by Seller.
11.3 - Indemnification by the Buyer.
11.4 - Third Party Claims.
11.5 - Settlement.
11.6 - Mediation.
(a) - Best Efforts.
(c) - Fess and Costs.
Section 12. - BROKERAGE
13.1 - Further Assurances.
13.2 - Access and Information.
15.3 - Expenses.
13.3 - Conditions Precedent.
Section 14. - NATURE AND SURVIVAL OF REPRESENTATIONS
15.1 - THIRD PARTY BENEFICIARY.
15.2 - NOTICES; ADDRESSES.
15.4 - Counterparts.
15.5 - Severability.
15.6 - Assigns/Assignments.
15.7 - Public Announcement.
15.8 - Confidentiality.
15.9 - Remedies.
15.10 - Captions.
15.11 - Merger Clause.
15.12 - Amendments.
15.13 - Governing Law.
15.14 - Force Majeure.
15.15 - Pronouns.