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DOCUMENT TITLE:  ASSET PURCHASE AGREEMENT .
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Clause Heading
2.1 - Assets to be Purchased.
2.2 - Excluded Assets.
(c) - Schedule 29 to the POV Agreement;
ARTICLE 3. - ASSUMED LIABILITIES
ARTICLE 4. - EXCLUDED LIABILITIES
ARTICLE 5. - PURCHASE PRICE
6.1 - Closing.
6.2 - Deliveries by Seller.
6.3 - Deliveries by Purchaser.
(c) - The Cure Amount Escrow Agreement; duly executed by Purchaser;
6.4 - Sales, Use and Other Taxes.
6.5 - Assignment and Assumption Agreement.
ARTICLE 7. - REPRESENTATIONS AND WARRANTIES OF SELLERS
7.1 - Organization and Good Standing.
7.2 - Authorization of Agreement.
7.3 - Conflicts.
7.4 - Consents.
7.5 - Assumed Contracts.
7.6 - No Other Representations or Warranties.
ARTICLE 8. - REPRESENTATIONS AND WARRANTIES OF PURCHASER
8.1 - Organization and Good Standing.
8.2 - Authorization of Agreement.
8.3 - Conflicts.
8.4 - Consents.
8.5 - Sufficient Funds.
8.6 - Entire Transaction.
8.7 - Purchasers Inspection.
9.1 - Notification of Bankruptcy Court Filings Relating to this Agreement and New Adverse Claims.
9.2 - Post-Closing Obligations.
9.3 - Bankruptcy Court Filings.
9.4 - Rejection of TNA License.
9.5 - Use of Purchased Assets.
9.6 - Withdrawal of Tradewest Application.
10.1 - Conditions to each Partys Obligation to Effect the Closing.
10.2 - Conditions to Purchasers Obligation to Effect the Closing.
10.3 - Conditions to Sellers Obligation to Effect the Closing.
10.4 - Reasonable Efforts.
11.1 - Termination of Agreement.
11.2 - Effect of Termination.
12.1 - Expenses.
12.2 - Brokerage Obligations.
12.3 - Publications.
12.4 - Survival.
12.5 - Waiver.
12.6 - Amendment.
12.7 - Notices.
12.8 - Binding Effect.
12.9 - Governing Law.
12.10 - Severability.
12.11 - Entirety.
12.12 - Agreement Negotiated.
12.13 - Counterparts.
12.14 - Third Party Beneficiaries.
12.15 - Jurisdiction.
12.16 - Waiver of Right to Trial by Jury.
12.17 - Non-Recourse.
12.18 - Damages and Injunctive Relief.
12.19 - No Consequential Damages.