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DOCUMENT TITLE:  ASSET PURCHASE AGREEMENT .
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Clause Heading
2.1 - Purchase and Sale of the Purchased Assets.
2.2 - Excluded Assets.
2.3 - Assumed Liabilities.
2.4 - Excluded Liabilities.
2.5 - Purchase Price.
2.6 - Closing Date.
2.7 - Net Working Capital Adjustment.
2.8 - Allocation.
2.9 - Consents.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT
3.1 - Organization and Good Standing.
3.3 - No Conflicts; Consents.
3.2 - Authority and Enforceability.
3.7 - Compliance with Law.
3.4 - Financial Statements.
3.5 - No Undisclosed Liabilities.
3.6 - Taxes.
3.8 - Business Authorizations.
3.9 - Title to Properties.
3.10 - Condition of Tangible Assets.
3.11 - Intellectual Property.
3.12 - Absence of Certain Changes or Events.
3.15 - Litigation.
3.13 - Contracts.
(c) - Since November 16, 1999:
3.14 - Sufficiency of Purchased Assets.
3.16 - Employee Benefits.
3.17 - Labor and Employment Matters.
3.18 - Environmental.
(b) - As used in this Agreement:
3.19 - Suppliers and Customers.
3.20 - Insurance.
3.21 - Product Warranty.
3.22 - Inventory.
3.23 - Accounts Receivable.
3.24 - Brokers or Finders.
3.25 - Completeness of Disclosure.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER
4.1 - Organization and Good Standing.
4.2 - Authority and Enforceability.
4.3 - No Conflicts; Consents.
4.4 - Litigation.
4.5 - Brokers or Finders.
5.1 - Conduct of Business.
5.2 - Confidentiality; Books and Records.
5.3 - Restrictive Covenants.
6.1 - Public Announcements.
6.2 - Names.
6.3 - Employees.
6.4 - Taxes.
6.5 - Bulk Sales Laws.
6.6 - Discharge of Business Obligations After Closing.
6.7 - Longmont Lease.
6.8 - Further Assurances.
7.1 - Conditions to Obligations of Buyer and Seller.
7.3 - Conditions to Obligation of Seller.
7.2 - Conditions to Obligation of Buyer.
8.1 - Termination.
8.2 - Effect of Termination.
8.3 - Remedies.
9.1 - Survival.
9.2 - Indemnification by Seller and Parent.
9.3 - Indemnification by Buyer.
9.4 - Indemnification Procedures for Third Party Claims.
9.5 - Indemnification Procedures for Non-Third Party Claims.
9.6 - Effect of Investigation; Waiver.
10.1 - Notices.
10.2 - Amendments and Waivers.
10.3 - Expenses.
10.4 - Successors and Assigns.
10.5 - Governing Law.
10.6 - Consent to Jurisdiction.
10.7 - Counterparts.
10.8 - Third Party Beneficiaries.
10.9 - Entire Agreement.
10.10 - Captions.
10.11 - Severability.
10.12 - Interpretation.