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Blank Asset Purchase Agreement

2. The seller is not required to compensate the buyer for an amount greater than the total purchase price paid by the buyer pursuant to Section 3 of this agreement. SECTION 22. BULK SALES RIGHT. The buyer waives compliance with the law of mass transfer by the seller. In the event that a creditor of the seller asserts the benefit of the law on the mass transfer against the purchaser or one of the assets transferred to the buyer under this contract, the seller immediately pays that claim or otherwise satisfies it, or takes over its defence. The seller frees the buyer from and against all losses, expenses or damages resulting from non-compliance with the law on mass transfers and keeps them unscathed. If the seller does not comply with the provisions of this section 22 and the buyer is required to pay a creditor of the seller to protect the property acquired under this contract from the claims or the pledge rights of the seller`s creditors, with the exception of the buyer, the buyer cannot impute the amount he owes with the residual debtor by presenting the seller with proof of such payment in the form of a receipt from the creditor concerned. The purchase price of the assets and assets covered in Section 1 and for the bund, not to compete with the seller in accordance with Section 13, the assets are divided as follows: the seller`s note, note and this agreement, which grants the buyer, to the conclusion: WHEREAS, buyer wants to buy, and the seller essentially wants to sell all the assets of the seller, without the property and the appurences on which the seller is currently trading, on the terms below; and 19.3.1 All receivables, commitments and obligations of any kind and any description arising from the transaction after closing or the Purchaser`s non-compliance with the Seller`s obligations under this Agreement. 12.1.2 No sale, assignment, lease or any other transfer or disposal of assets used in the business, whether now held or acquired at a later date, including, but not limited, property listed in DerArt “A” and property listed in Figure “B.” 10.5 DO NOT TRANSFER SUBJECT TO ENCUMBRANCES OR THIRD PARTY PERMISSION.

Unless required by law, the execution and provision of this agreement by the seller and the conclusion of the proposed transactions do not result in the creation or imposition of a valid pledge, charge or charge on the assets and do not require the authorization, approval or approval of third parties, including a public service or regulatory authority. 4. Purchase price/base allowance. The purchase price of the assets acquired there is equal to the sum of “plus the resumption of liabilities, as attached to The Annex >B- and is added by reference (the “purchase price”). The purchase price is distributed among the assets covered by Form 8954 that must be submitted to the Internal Revenue Service after the closing date. SECTION 3. The purchase price of (b) All of Seller`s Goodwill and other intangible assets, including, but not limited, to all customer lists, suppliers, mechanics or service personnel, etc.

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