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DOCUMENT TITLE:  ASSET PURCHASE AGREEMENT .
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Clause Heading
1.1 - Agreement.
1.2 - The Assets.
1.3 - Restated Stabilized Rice Bran Agreement.
2.1 - Purchase Price.
2.2 - Payment of Purchase Price.
2.3 - Security Interest.
2.4 - Events of Default.
(a) - General.
(b) - Collection; Foreclosure.
(c) - Termination of Covenant Not to Compete.
(d) - No Waiver.
(e) - Cumulative Remedies.
(a) - Offset Against or Satisfaction of Purchase Price.
(b) - Cumulative Remedies.
2.6 - Assumed Liabilities.
2.7 - Allocation of Purchase Price.
2.8 - Payments Received After Closing; Pending Shipments.
3 - Closing.
3.1 - Seller.
3.2 - Buyer.
3.3 - Other Documents.
3.4 - Form and Content.
4 - Representations, Undertakings and Warranties by Seller.
4.1 - Power and Authority.
4.2 - Binding Agreement.
4.3 - Absence of Conflicts and Consent Requirements.
4.4 - Title to Assets.
4.5 - Litigation.
4.6 - Customer Accounts.
4.7 - Disclosure.
4.8 - No Omissions.
5 - Representations and Warranties by Buyer.
5.1 - Organization.
5.2 - Authority; Binding Agreement.
5.3 - No Violation.
6.1 - Seller Indemnity.
6.2 - Buyer Indemnity.
6.3 - Claims Procedure.
6.4 - Damages.
6.5 - No Double Recovery.
6.6 - Adjustments to Purchase Price.
7.1 - Goodwill Preservation.
7.2 - Covenant Not to Compete.
7.3 - Further Assurances.
8.1 - Conditions of Buyer.
8.2 - Conditions of Seller.
9.1 - Survival of Representations, Warranties and Covenants.
9.2 - Successors and Assigns.
9.3 - Governing Law.
9.4 - Counterparts.
9.5 - Titles and Subtitles.
9.6 - Notices.
9.7 - Expenses.
9.8 - Amendments and Waivers.
9.9 - Severability.
9.10 - Entire Agreement.
9.11 - Attorneys' Fees.
9.12 - Remedies.
9.13 - Publicity.
1.1 - Trademarks.
2 - Miscellaneous.
2 - National Rice Company
4 - Co Bank