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DOCUMENT TITLE:  ASSET PURCHASE AGREEMENT .
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Clause Heading
2.1 - Transfer of Assets.
2.2 - Excluded Assets.
2.3 - Assumption of Liabilities.
2.4 - Excluded Liabilities.
3.1 - Closing.
3.2 - Consideration.
3.3 - Sellers Deliveries.
3.4 - Purchasers Deliveries.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES
4.1 - Due Organization; Power; No Subsidiaries; Etc.
4.2 - Due Authorization.
4.3 - No Conflict; Third Party Consents.
4.4 - Absence of Changes.
4.5 - No Undisclosed Liabilities.
(a) - Registered IP.
(b) - Inbound Licenses.
(c) - Outbound Licenses.
(d) - Royalty Obligations.
(e) - Standard Form IP Agreements.
(f) - Ownership Free and Clear.
(i) - Perfection of Rights.
(ii) - Employees and Contractors.
(iii) - Government Rights.
(iv) - Protection of Proprietary Information.
(v) - Past IP Dispositions.
(vi) - Standards Bodies.
(i) - Misuse and Inequitable Conduct.
(ii) - Trademarks.
(iii) - Legal Requirements and Deadlines.
(iv) - Interference Proceedings and Similar Claims.
(h) - Third-Party Infringement of Transferred IP.
(i) - Effects of This Transaction.
(j) - No Infringement of Third Party IP Rights.
(i) - Infringement Claims.
(ii) - Other Infringement Liability.
(iii) - Infringement Claims Affecting In-Licensed IP.
(k) - Bugs.
(l) - Harmful Code.
(m) - Open Source.
(s) - Website Tools.
4.7 - Contracts.
(n) - Privacy.
(q) - Adsense and Other Advertising, Affiliate and Publisher Accounts.
(r) - Accuracy of Data.
4.8 - Compliance With Legal Requirements.
4.9 - Governmental Authorizations.
4.10 - Tax Matters.
4.11 - Independent Contractors.
4.12 - Insurance.
4.13 - Related Party Transactions.
4.14 - Proceedings; Orders.
4.15 - List of Active Advertisers.
4.16 - Negative Reviews.
4.17 - Title to Assets; Sufficiency of Assets.
4.18 - Opinion.
4.19 - Brokers.
ARTICLE V - REPRESENTATIONS AND WARRANTIES
5.1 - Due Organization.
5.2 - Due Authorization.
5.3 - No Conflict; Third Party Consents.
5.4 - Source of Funds.
5.5 - Brokers.
5.6 - No Breach.
6.1 - Access to Information.
6.2 - Confidentiality.
6.3 - Non-Diminishment, Non-Solicitation and Non-Disparagement by Seller.
6.4 - Non-Solicitation and Non-Disparagement by Purchaser.
(a) - Authorizations and Consents.
(b) - Novation and Assignment of Contracts.
(c) - Alternative to Assignment.
6.6 - Further Action.
6.7 - Production of Witnesses and Individuals; Privilege Matters.
6.8 - Mail and Other Communications.
6.9 - Public Disclosure.
6.10 - Post-Closing Deliveries.
7.1 - Taxes Related to Purchase of the Transferred Assets.
7.2 - Proration of Personal Property Taxes.
7.3 - Cooperation on Tax Matters.
7.4 - Retention of Tax Records.
7.5 - Allocation of Purchase Price and Purchase Price Allocation Forms.
8.1 - Survival of Representations and Warranties.
8.2 - Indemnification by Seller.
8.3 - Indemnification by Purchaser.
8.4 - Limits on Indemnification.
8.5 - Notice of Loss.
9.2 - Severability.
(e) - Resolution of Conflicts.
8.6 - Third Party Claims.
8.7 - Exclusive Remedy.
8.8 - Characterization of Indemnification Payments.
8.9 - Setoff.
9.1 - Notices.
9.3 - Entire Agreement.
9.4 - Assignment.
9.5 - Amendment.
9.6 - Waiver.
9.7 - No Third Party Beneficiaries.
9.8 - Currency.
9.9 - Expenses.
9.10 - Governing Law.
9.11 - Waiver of Jury Trial.
9.12 - Counterparts.
9.13 - Further Assurances.
9.14 - Attorney Fees.