AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS

AGREEMENT FOR SALE AND PURCHASE

OF BUSINESS ASSETS

SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED

1.1 Assets Purchased

1.2 Liabilities

SECTION 2. EXCLUDED ASSETS

SECTION 3. ALLOCATION OF PURCHASE PRICE

SECTION 4. PURCHASE PRICE

4.1 Purchase Price

4.2 Closing Inventory

4.3 Inventory Other than Obsolete Items

4.4 Obsolete Inventory

SECTION 5. PAYMENT OF PURCHASE PRICE

SECTION 6. ADJUSTMENTS

SECTION 7. OTHER AGREEMENTS

SECTION 8. COLLECTION OF SELLER’S ACCOUNTS RECEIVABLE

SECTION 9. SELLER’S AND SELLING SHAREHOLDER’S REPRESENTATIONS AND WARRANTIES

9.1 Corporate Existence

9.2 Authorization

9.3 Financial Statements

9.4 Brokers and Finders

9.5 Transfer Not Subject to Encumbrances or Third-Party Approval

9.6 Contracts

9.7 Compliance with Codes and Regulations

9.8 Litigation

9.9 Compliance with Laws

9.10 Employment Matters

9.11 Tangible Assets

9.12 Intellectual Property

9.13 Leases

9.14 Title to and Condition of Assets

9.15 Undisclosed Liabilities

9.16 Absence of Certain Changes or Events

9.17 Environmental Conditions

9.18 Receivables

9.19 Product Warranties

9.20 Inventories

9.21 Bank Accounts

9.22 Investment

9.23 Accuracy of Representations and Warranties

SECTION 10. REPRESENTATIONS OF BUYER

10.1 Corporate Existence

10.2 Authorization

10.3 Brokers and Finders

10.4 No Conflict with Other Instruments or Agreements

10.5 Governmental Authorities

10.6 Accuracy of Representations and Warranties

SECTION 11. COVENANTS OF SELLER AND SELLING SHAREHOLDER

11.1 Seller’s Operation of Business Before Closing

11.2 Access to Premises and Information

11.3 Employee Matters

11.4 Change of Name

11.5 Conditions and Best Efforts

11.6 WARN

11.7 No Negotiations with Others

11.8 Press Releases

11.9 Bank Accounts

SECTION 12. COVENANTS OF BUYER

12.1 Conditions and Best Efforts

12.2 Confidential Information

12.3 Press Releases

SECTION 13. CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

13.1 Representations, Warranties, and Covenants of Seller and Selling Shareholder

13.2 Licenses and Permits

13.3 Consents

13.4 Opinion of Counsel for Seller

13.5 No Suits or Actions

13.6 Material Adverse Change

13.7 Corporate Action

SECTION 14. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND SELLING SHAREHOLDER

14.1 Representation, Warranties, and Covenants of Buyer

14.2 No Proceeding or Litigation

14.3 Corporate Action

SECTION 15. BUYER’S ACCEPTANCE

SECTION 16. RISK OF LOSS

SECTION 17. INDEMNIFICATION AND SUR

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