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DOCUMENT TITLE:  ASSET PURCHASE AGREEMENT .
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Clause Heading
2.1 - Sale and Purchase of Assets.
2.2 - Assignment of JV Agreement.
2.3 - Assumed Liabilities.
2.4 - Excluded Liabilities.
2.5 - Extinguishment of Indebtedness.
3.1 - Purchase Price.
3.2 - Closing.
3.3 - Transfer Taxes.
3.4 - Passage of Title at Closing.
4.1 - Representations and Warranties of Seller and Selling Shareholders.
(a) - Organization, Qualification, and Corporate Power.
(b) - Capitalization.
(c) - Authorization.
(d) - Consents and Approvals.
(e) - Noncontravention.
(f) - Undisclosed Liabilities.
(g) - Brokers Fees.
(h) - Legal Proceedings.
(i) - Tax Matters.
(j) - JV Agreement.
(k) - Accredited Investor.
(l) - Disclosure.
4.2 - Representations and Warranties of Purchaser.
(a) - Organization.
(b) - Authorization.
(c) - Noncontravention.
(d) - Brokers Fees.
5.1 - Performance Shares.
5.3 - Employment Agreements.
5.4 - Texas Office.
5.5 - Board of Directors; Executive Committee
(b) - Executive Committee.
5.6 - Corporate Structure.
5.7 - Lock-Up Agreements.
5.8 - Operation of Seller Business.
5.9 - Confidentiality.
5.10 - Release by Seller and Selling Shareholders.
5.11 - Mandatory Reverse Stock Split.
5.12 - Further Assurances.
6.1 - Conditions to Obligation of Purchaser to Close.
6.2 - Conditions to Obligation of Seller/Selling Shareholders to Close.
7.1 - Survival.
7.2 - Indemnification for Benefit of Purchaser.
7.3 - Indemnification for Benefit of Seller/Selling Shareholders.
9.1 - Governing Law and Venue.
9.2 - Press Releases and Announcements.
9.3 - No Third-Party Beneficiaries.
7.4 - Matters Involving Third Parties.
7.5 - Other Indemnification Provisions.
8.1 - Termination of Agreement.
8.2 - Effect of Termination.
9.4 - Entire Agreement.
9.5 - Succession and Assignment.
9.6 - Counterparts.
9.7 - Headings.
9.8 - Notices.
9.9 - Amendments and Waivers.
9.10 - Severability.
9.11 - Expenses.
9.12 - Construction.
9.13 - Incorporation of Exhibits and Schedules.
1 - Effectiveness of Agreement.
2 - Representations and Warranties.
3 - Beneficial Ownership.
7 - Captions.
8 - Counterparts.
9 - Successors and Assigns.
10 - Severability.
4 - Lock-Up.
5 - No Additional Consideration.
6 - Notices.
11 - Amendment.
12 - Further Assurances.
13 - Dispute Resolution.
14 - Governing Law.
15 - Controlling Agreement.