AssetPurchaseAgreement资产购买协定_1110.doc

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AssetPurchaseAgreement资产购销协定.doc

Asset Purchase Agreement资产购销合同- OFAAA, INC. AND BBB, INC.This Amendment to that certain Asset Purchase Agreement dated as of _________,_________,_________(M,D,Y) (the Agreement ) by and between AAA, Inc., a _________(Placename) corporation ( Purchaser ) and BBB, Inc., a _________(Placename) corporation ( Seller ) is dated and effective as of _________,_________,_________(M,D,Y).1. The Agreement is hereby amended by striking and deleting the first sentence of Section 1.3 as it presently exists and substituting for and in lieu thereof the following:Purchase Price and Allocation of Purchase Price. Subject to upward adjustment as provided in this Section 1.3, the purchase price for the Asset (the Purchase Price ) shall be _________ Dollars $,_________ and the Purchase Price shall be allocated to the Assets as set forth on Exhibit H attached hereto.2. The Agreement is hereby amended by adding a new subsection (c) in Section 1.4 as follows:and (c) by canceling $,_________ of indebtedness owed by seller to the Canopy Group, Inc. and which indebtedness has then been assigned by the Canopy Group, Inc. to the purchaser.3. The Agreement is hereby amended by striking and deleting the Section 1.6 as it presently exists and substituting for and in lieu thereof the following:1.6 Documentation of Sale of Inventory and Tangible Personal Property. At the Closing Seller shall execute and deliver to Purchaser the Bill of Sale attached hereto as Exhibit A (the Bill of Sale ) to evidence and effect the transfer of the inventory and other tangible personal property identified in Exhibit A .4. The Agreement is hereby amended by striking and deleting subsection (i) entitled Accounts Receivable under Section B, of the Recitals.5. Except as herein amended, the Agreement shall remain in full force and effect.IN WITNESS WHEREOF, the parties have executed this Amendment to the Asset Purchase Agreement as of the day above first written.Asset Purchase and Sale Agreement资产购销合同-4.01 Representations and Warranties of Seller. Seller represents and warrants to Buyer that the statements contained in this Article 4.01 are true and correct as of the Closing Date:(a) AAA is a limited partnership and BBB is a general partnership, each of which is duly organized, validly existing and in good standing under the laws of the State of _________, and is qualified to do business and in good standing under the laws of the State of Louisiana.(b) Each Seller has all requisite power and authority, limited partnership or corporate and otherwise, to carry on its business as presently conducted, to enter into this Agreement and the Related Agreements, to perform its obligations under this Agreement and the Related Agreements.(c) The execution and delivery of this Agreement and the Related Agreements have been, and the execution and delivery of all certificates, documents and instruments required to be executed and delivered by the Seller at Closing, and the consummation of the transactions contemplated hereby and thereby as of the Closing Date shall have been duly authorized by all necessary limited partnership action on the part of the Seller. No further authorization is required by any law, statute, regulation, court order or judgment applicable to the Seller. This Agreement and the Related Agreements constitute the legal, valid and binding obligations the Seller enforceable in accordance with their respective terms, subject however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). After Closing, the Seller will have the ability to continue in its same business without a fundamental change in the nature or scope of its business.(d) The execution and delivery of the Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not (i) violate, or be in conflict with, any p rovisions of the Seller’s agreement of limited partnership or other governing documents, (ii) constitute a breach of, or any event of default under, any contract or agreement to which the Seller is a party or by which it or its assets are bound, or constitute the happening of an event or condition upon which any other party to such a contract or agreement may exercise any right or option which will materially adversely affect any of the Assets, (iii) violate any judgment, decree, order, statute, rule or regulation applicable to Seller, or (iv) result in any material liability to Buyer under the terms of any contracts or agreements.(e) Except as set forth on Exhibit J hereto, no suit, action or other proceeding is pending before any court or any governmental agency as of the date of this Agreement to which the Seller is a party or which involves the Assets and which might result in a material impairment or loss of the Seller’s title to the Assets or that might materially hinder or impede the operation of the Assets or the ability of the Seller to perform its obligations under this Agreement or under the Related Agreements. Seller will promptly give the Buyer notice of any such proceeding arising prior to or after the Closingwith respect to which it has notice. The Seller has received no notice of any pending or threatened action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body against or affecting the Seller or the Assets that questions the powers and authority of the Seller to enter into or perform its obligations under this Agreement or the Related Documents or to carry out the transactions on its part described in this Agreement or the Related Documents or the power of the Borrower to own and dispose of the Assets.(f) Seller has no knowledge of material defects or breakage in the Equipment to be conveyed in whole or in part to Buyer pursuant to the terms hereof, and to the best of Sellers knowledge, all the Equipment is in working order as of the Closing Date. As used in this Article 4.01(f), a material defect or breakage means any defect that requires repair or replacement of any personal property or fixtures conveyed herein to Buyer requiring an expenditure by Buyer in excess of $,_________ per defect, or $100,000 in the aggregate for all defects and breakage.(g) All royalties, rentals and other payments due with respect to the Mineral Interests have been properly and timely paid as prescribed by the Leases governing them. All conditions necessary to keep the Leases in force have been fully performed no noticeshave been received by Seller of any claim to the contrary and all of the Leases are in full force and effect.(h) Prior to the Closing Date, (i) Seller is not obligated by virtue of any prepayment arrangement under any contract for the sale of hydrocarbons and containing a take or pay or similar provision to deliver Hydrocarbons produced from the Assets at some future time without then or thereafter receiving full payment therefor, and (ii) Seller has not produced a share of gas materially greater than its ownership percentage and Seller is under no obligation to reduce its share of production under any gas balancing agreement or similar contract to allow under-produced parties to come back into balance.(i) All ad valorem, property, production, severance and similar taxes and assessments based an or measured by the ownership of property or the production of Hydrocarbons or the receipt of proceeds therefrom on the Assets have been properly paid and all such taxes and assessments which become due and payable prior to the Closing Date shall have been properly paid by Seller.(j) All laws, regulations and orders of all governmental agencies having jurisdiction over the Assets or operations conducted thereon have, to Seller’s knowledge, been and shall continue to be compliedwith in all material respects until the Closing Date. Seller has obtained all material necessary permits from governmental agencies having jurisdiction in connection with the Assets, including, without limitation, the injection and disposal of salt water, or operations conducted thereon and have timely, properly and accurately made and will continue to timely, properly and accurately make all filings required by all governmental agencies with respect to the Assets or operations conducted thereon.(k) Seller has not incurred liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement or the Related Agreements for which Buyer shall have any responsibility whatsoever.(l) With respect to the Basic Documents (defined below), in all material respects (i) the Basic Documents all are in full force and effect and are the valid and legally binding obligations of the parties thereto and are enforceable in accordance with their respective terms; (ii) Seller is not in breach or default with respect to any of its material obligations pursuant to any such Basic Document or any regulations incorporated therein or governing same; (iii) all material payments (including, without limitation, royalties, delay rentals, shut-in royalties, or payments, fees for salt water disposal or injection, and joint interest or other billings under unit or operatingagreements) due from Seller thereunder have been made by Seller; (iv) to Seller’s knowledge no other party to any Basic Document (or any successor in interest thereto) is in breach or default with respect to any of their material obligations thereunder; (v) neither the Seller nor, to Seller’s knowledge, any other party to any Basic Document has given or threatened to give notice of any action to terminate, cancel, rescind or procure a judicial determination of any Basic Document or any provision thereof; and (vi) the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not result in a breach of, constitute a default under, or result in a violation of the material provisions of any Basic Document and none of the Basic Documents will require, after the Effective Date, that any advance payments be made to any party other than those required under operating agreements. As used herein the term Basic Documents shall mean the Leases, the Product Contracts (defined below), partnership, joint venture, limited partnership, farmout, dry hole, bottom hole, operating agreements, acreage contribution, purchase and acquisition agreements, area of mutual interest agreements and salt water disposal and/or injection agreements, servicing contracts, casement and/or right-of-way agreements, surface leases, surface use agreements, unitization or pooling agreements and all other material executory contracts and agreements relating to the Assets, including, without limitation, those contracts and agreements described in Article 4.01(m) hereto.(m) Other than agreements which are cancellable on 90 days notice or less without material penalty or detriment, all product purchase agreements and all agreements relating to or affecting the purchase, sale, gathering, delivery, compressing, transporting, processing, marketing or any other disposition of the gas and condensate produced from or attributable to the Assets are described on Exhibit F attached hereto and made a part hereof under the heading Product Contracts, and are herein referred to as the Product Contracts .(n) Seller has good and valid title to the Assets subject to Permitted Encumbrances. Exhibit A-1 , A-2 and A-3 contains a list of all Mineral Interests and other mineral estates and interests within the Lands owned by Seller and is true and correct, except as otherwise noted therein; provided, however, that title to the Leases shall be assigned to Buyer with warranties of title by, through and under Seller and its Affiliates who are predecessors to Seller’s title, but not otherwise.(o) The Mineral Interests entitle Seller to receive not less than the undivided interest set forth in Exhibit A as NRI of all indicated hydrocarbons produced, saved and marketed from or attributable to the Wells, including any non-producing, behind the pipe, or provedundeveloped reserves, through plugging, abandonment and salvage of such Wells. Seller’s obligation to bear costs and expenses relating to the development of and operations on the Wells is not, and, through the plugging, abandonment and salvage of such Wells, shall not be greater than the WI set forth in Exhibit A.(p) Seller is currently receiving from all purchasers of production from the Mineral Interests at least the NRI set forth in Exhibit A without suspense or any indemnity other than standard division order warranties. Seller is currently bearing, as Operator, or paying to operators of the Leases, for the development and operation thereof no more than the WI set forth in Exhibit A, and the Seller is current for all costs and expenses pertinent to the development and operation of the Leases.(q) No portion of the Mineral Interests (1) has been contributed to and is currently held by a tax partnership; (2) is subject to any form of agreement (whether formal or informal, written or oral) deemed by any state or federal tax statute, rule or regulation to be or have created a tax partnership; or (3) otherwise constitutes partnership property (as that term is used in Subchapter K of Chapter 1 of Subtitle A of the Code) of a tax partnership. For the purpose of this Article 4.01(s) a tax partnership is an entity deemed to be a partnership within the meaning of Section 761 of the InternalRevenue Code or any similar state or federal statute, rule or regulation, by reason of elections made not to be excluded from the application of such partnership provisions.(r) The Seller represents that it has been furnished with such information as Seller may have requested from the Buyer concerning the Buyer, CCC’s common stock and the Shares being delivered hereunder. The Seller further represents that (A) it is an accredited investor, as defined in Rule 501(a) of the Securities Act of 1933, as amended (the Securities Act ), and (B) it has had the opportunity to ask questions of and receive satisfactory answers from management of CCC concerning CCC, its operations, the matters set forth in the Harken SEC Documents and an other matters. The Seller acknowledges and agrees that the Shares may not be sold or transferred following the Closing unless either (a) such Shares have been registered under the Securities Act and applicable state securities laws, or (b) the transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws and CCC shall have been furnished with a written opinion of legal counsel reasonably satisfactory to CCC to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws; provided, however, that BBB may freely sell or transfer all or any number of Shares to AAA and AAA may freely sell or transfer a portion of its Shares to EnCap Equity 1996 Limited Partnership or Energy CapitalInvestment Company PLC (limited partners of AAA), so long as all such sale or transfers are accomplished in a manner consistent with the Securities Act and applicable state securities laws; provided, however, no legal opinion shall be required in connection with sales or transfers of Shares to AAA or to limited partners of AAA as provided above. The Seller agrees that the certificates representing the Shares issued pursuant to this Agreement will contain the following restrictive legend: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT AND CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACTS OR EXEMPTIONS FROM REGISTRATION ARE A V AILABLE. THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE PURCHASE AND SALE AGREEMENT DATED AS OF _________(M,D,Y), AMONG CCC CORPORATION, DDD COMPANY, AAA, LTD. AND BBB COMPANY. A COPY OF THE PURCHASE AND SALE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE RECORD HOLDER OF THE CERTIFICATE TO CCC CORPORATION.(s) Seller has provided Buyer with complete and accurate information relating to the Leases and Assets, including withoutlimitation, all applicable agreements relating, appertaining or incidental to the Leases, production history and characteristics. Seller has also provided Buyer with copies of all land and well files heretofore maintained and belonging to Seller.(t) Prior to Closing, Seller shall have made available to Buyer for examination at Seller’s office in Houston, _________, all title and other information relating to the Assets insofar as the same are in Seller’s possession and aft er Closing will cooperate with Buyer in Buyer’s efforts to obtain such additional information relating to the Assets as Buyer may reasonably require, to the extent in each case that Seller may do so without violating legal constraints or any obligation of confidence or other contractual commitment of Seller to a third party. After Closing, Seller shall cooperate with Buyer in Buyer’s efforts to obtain, at Buyers’ expense, such additional title information as Buyer may reasonably deem prudent.(u) Seller has caused the Assets to be produced, operated and maintained in a good and workmanlike manner consistent with good oilfield practices, has maintained insurance now in force with respect to the Assets, has paid or caused to be paid all costs and expenses in connection therewith, has kept the Leases in full force and effect and has performed and, to the best knowledge of Seller, complied with all the covenants and conditions contained in theLeases and all agreements relating to the Assets.(v) During the period between the Effective Date and the Closing, Seller has not entered into any agreements or commitments with respect to the Assets, has not modified or terminated any of the agreements relating to the Assets, including, without limitation, the Basic Documents and the Product Contracts, has not encumbered, sold or otherwise disposed of any of the Assets other than personal property which has been replaced by equivalent property or consumed in the operation of the Assets, and has not voluntarily compromised any amounts payable to the Seller due to casualty loss or any pending or threatened taking related to the Assets.(w) Seller has exercised reasonable efforts in safeguarding and maintaining all engineering, geological and geophysical data, reports and maps, contract rights and like information relating to the Assets.(x) In the event that as of the Closing Date the Assets are subject to outstanding Governmental Approvals, Seller agrees to indemnify the Buyer Indemnified Party against any Loss or Losses arising by reason of the failure to obtain such Governmental Approvals. Seller represents that it will exercise reasonable efforts to obtain such Governmental Approvals. The indemnity hereinprovided shall survive the Closing until the required Governmental Approvals have been obtained.(y) Seller has permitted Buyers’ authorized representatives to (i) consult with Seller’s and/or any third-party contract operator’s agents and employees during reasonable business hours and to conduct on-site inspections, reasonable tests and inventories with respect to the Assets and inspect and examine all production and related data, well logs and geological and geophysical data relating to the Assets, and (ii) inspect and make copies of all orders, proceedings and evidence with respect to the Assets of the Louisiana Conservation Commission.(z) Prior to the Closing Date, Seller has used reasonable efforts to maintain its relationships with all suppliers, customers and others having business relationships with Seller with respect to the Assets so that such relationships will be preserved for Buyer on and after the Closing Date.(aa) All Wells, whether producing or not, located on the Lands, other than Wells which have been previously plugged and abandoned in compliance with applicable rules and regulations, are set forth in Exhibit A hereto.(bb) There are no underground storage tanks located on any of Lands.(cc) Since the Effective Date, Seller has purchased new Leases for the St. Martinville Prospect Area, S. Bayou Boeuf Prospect Area and Bol Mex Prospect Area as set forth on Exhibits A-1 , A-2 and A-3 , respectively, under the heading Post Effective Date Leases. Seller paid the bonus amount set forth in the description of such Post Effective Date leases on such Exhibits.(dd) Exhibit I sets forth each authority for expenditure issued or received by Seller since the Effective Date along with an indication of the Prospect Area which the authorization relates to, the amount of the authorization and specifically states whether Seller has approved that authorization.4.02 Representations and Warranties of Buyer. Each of CCC and Exploration jointly and severally represents and warrants to Seller that the statements contained in this Article 4.02 are true and correct as of the Closing Date:(a) Each of CCC and Exploration is a corporation duly organized, validly existing and in good standing under the laws of the State of _________, and is duly qualified to do business and in good standing in the State of _________.(b) Each Buyer has all requisite power and authority, corporate and otherwise, to carry on its business as presently conducted, to enter into this Agreement and Related Agreements to which it is a party, and to perform its obligations under this Agreement and such Related Agreements.(c) The execution and delivery of this Agreement and the Related Agreements have been, and the execution and delivery of all certificates, documents and instruments required to be executed and delivered by each Buyer at Closing, and the consummation of the transactions contemplated hereby as of the Closing Date shall have been duly authorized by all necessary corporate action on the part of each Buyer and no further authorization is required by any law, statute, regulation, court order or judgment applicable to either Buyer. This Agreement constitutes a legal, valid and binding obligation of each Buyer enforceable in accordance with its terms, subject however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws, as well as to principlesof equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).(d) The execution and delivery of the Agreement and the consummation of the transactions contemplated hereby will not (i) violate, or be in conflict with any provisions of either Buyer’s certificate of incorporation, bylaws or governing documents, (ii) constitute a material breach of, or any event of default under, any contract or agreement to which either Buyer is a party or by which it or its assets are bound, or constitute the happening of an event or condition upon which any other party to such a contract or agreement may exercise any right or option which will materially adversely affect the ability of either Buyer to perform its obligations hereunder, or (iii) violate any judgment, decree, order, statute, rule or regulation applicable to either Buyer.(e) No suit, action or other proceeding is pending before any court or governmental agency as of the date of this Agreement to which either Buyer is a party and which might materially hinder or impede the ability of either Buyer to perform its obligations hereunder. CCC shall promptly notify Seller of any such proceeding arising prior to the Closing with respect to which its receives actual notice.(f) Neither Buyer has incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Seller shall have any responsibility whatsoever.(g) CCC is current with respect to all required reports, schedules, forms, statements and other documents with the Commission. The consolidated financial statements of CCC filed with the Commission for the year ended _________(M,D,Y), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of CCC and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).(h) The Closing Shares to be received by Seller (i) have beenduly authorized, and (ii) at the time of their issuance, will be validly issued, fully paid, nonassessable, and not issued in violation of any preemptive rights or any applicable laws, rules or regulations. Such Shares will, upon delivery thereof, be free and clear of all liens, charges, pledges, encumbrances, equities and claims whatsoever other than those created by Seller.(i) The Reserve Shares and Additional Shares which may be received by Seller will when so issued and received (i) have been duly authorized, and (ii) at the time of their issuance, will be validly issued, fully paid, nonassessable, and not issued in violation of any preemptive rights or any applicable laws, rules or regulations. Such shares will, upon delivery thereof, be free and clear of all liens, charges, pledges, encumbrances, equities and claims whatsoever other than those created by Seller.(j) Set forth on Exhibit 4.02(j) attached hereto and made a part hereof for all purposes is the authorized capitalization of CCC and Exploration and the number of shares of their respective capital stock (or other equity interests) issued and outstanding as of the date hereof.。

资产购买协议

资产购买协议资产购买协议本协议由以下双方订立：（以下简称“甲方”和“乙方”）甲方：[甲方名称，以下简称“甲方”]地址：[甲方地址]乙方：[乙方名称，以下简称“乙方”]地址：[乙方地址]鉴于：1. 甲方拥有一定数量的资产，包括但不限于机器设备、土地产权、知识产权等；2. 乙方希望购买上述资产，并支付相应费用；3. 双方就资产的购买、付款及其他相关事宜达成一致。

故经双方协商，达成如下协议：第一条购买资产内容及数量1. 甲方同意向乙方出售以下资产（以下简称“目标资产”）：（1）[资产1名称]，数量[资产1数量]；（2）[资产2名称]，数量[资产2数量]；（3）[资产3名称]，数量[资产3数量]；（具体资产清单详见附表1）。

2. 乙方同意接收上述目标资产，并支付相应费用。

第二条费用与支付方式1. 乙方应向甲方支付购买目标资产的总价款为：[总价款金额人民币大写]（￥[总价款金额人民币小写]）；（具体费用详见附表2）。

2. 付款方式：乙方应在本协议签订之日起[付款期限]内，将总价款支付至甲方指定的银行账户。

第三条资产交付1. 甲方应于乙方支付完毕总价款之日起[交付期限]内，将目标资产交付给乙方。

（具体交付细节和方式见附表3）。

2. 目标资产的归属权自交付之日起转移至乙方，乙方享有所有权及使用权。

第四条保证与担保1. 甲方保证目标资产的所有权清晰、合法，并不存在第三方的债权、权利或其他纠纷。

2. 甲方承诺在本协议生效之日，已经履行了披露义务，将所有与目标资产有关的重要信息充分告知乙方。

3. 若因甲方的过错导致乙方受到第三方的任何索赔、诉讼或责任时，甲方应承担由此产生的全部法律责任。

第五条违约责任1. 任何一方违反本协议约定的，应承担相应的违约责任，并赔偿对方因此遭受的一切损失。

2. 如因一方违约给对方造成损害，对方有权解除本协议并要求违约方承担违约责任，并赔偿损失。

第六条保密条款1. 双方应对本协议及协议履行过程中知悉的信息予以保密，不得向任何第三方披露，除非经对方事先书面同意。

资产购买协议书

资产购买协议书甲方：（以下简称“甲方”）地址：电话：乙方：（以下简称“乙方”）地址：电话：鉴于：1. 甲方拥有特定资产，包括但不限于……2. 乙方有意购买甲方的资产，并已经充分了解并确认该资产的种类、数量、质量和价值。

在遵循法律法规，自愿平等、公开、公正的原则下，甲方和乙方达成以下协议：第一条资产概述1.1 甲方将其所拥有的以下资产出售给乙方：（详细描述资产信息，包括但不限于资产名称、规格、数量、质量、产地、有效期等信息）1.2 甲方向乙方确认所出售资产的所有权归属清晰合法，并不存在任何其他权益、限制或纠纷。

第二条购买条件和价格2.1 乙方同意以以下方式购买甲方上述所列资产：（阐明购买方式，如全额支付、分期付款等）2.2 甲方和乙方同意购买价格为：人民币（￥）_________。

第三条交付3.1 甲方须在收到乙方支付全款之后，将资产交付给乙方。

3.2 资产的交付方式为：（描述交付方式，如快递、线下领取等）。

第四条保证和承诺4.1 甲方保证其拥有出售资产的法律权益，并确保资产的真实性和完整性。

4.2 甲方承诺资产的品质符合乙方的要求，并满足相关法律法规和标准。

第五条解决争议5.1 本协议的解释和履行适用中华人民共和国法律。

5.2 如因协议产生任何争议，甲方和乙方应通过友好协商解决；若协商不成，双方同意提交至有管辖权的人民法院解决。

第六条其他事项6.1 任何与本协议有关的通知和通告应以书面形式发送。

6.2 本协议自双方签署之日起生效，并对双方具有约束力。

6.3 本协议的附件、补充协议等有关文件均为本协议不可分割的组成部分，与本协议具有同等法律效力。

（以下无正文）甲方：乙方：（签字）（签字）日期：日期：。

AssetsPurchaseAgreement资产购买协定.doc

Assets Purchase Agreement资产购买合同-SECTION 3.1 BY AAA. Except as set forth on a Disclosure Schedule hereto, AAA hereby represents and warrants to BBB, and shall (except as contemplated by Section 2.5.2 hereof) represent and warrant to BBB on each Transfer Date as to itself and the SCAN Assets being transferred on such Transfer Date, as follows:3.1.1 CAPACITY AND V ALIDITY. AAA has the full power and corporate authority necessary to enter into and perform its obligations under this Assets Purchase Agreement and the other documents to be executed and delivered by AAA hereunder or in connection herewith (the AAA DOCUMENTS ) and to consummate the transactions contemplated hereby and thereby. This Assets Purchase Agreement and all other AAA Documents have been or will be duly executed and delivered by AAA, and constitute or will constitute the legal, valid and binding obligations of AAA, enforceable in accordance with their respective terms except as enforceability may be limited by applicable equitable principles, or by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Assets Purchase Agreement or any other AAA Document, and the consummation of the transactions contemplated hereby or thereby, will not violate any provisions of the articles ofincorporation or bylaws of AAA, or any Regulation or Court Order to which AAA is subject.3.1.2 ORGANIZATION, GOOD STANDING AND FOREIGN QUALIFICATION. AAA is a corporation duly incorporated, validly existing and in good standing under the laws of _________(Placename), and has the corporate power and authority to carry on its business in such places as it has been and is now being conducted, and to own and lease the properties and assets which it now owns or leases, in each case in connection with its provision of Lab EDI Services.3.1.3 PROJECTIONS.(a) The aggregate costs reflected by the line items [*] attached hereto as DISCLOSURE SCHEDULE 3.1.3 (the PROJECTIONS ) are accurate in all material respects and do not omit to state any material fact required to be stated therein to make such Projections not misleading; PROVIDED that such Projections are indicative only of general expenses (excluding one-time or transactional expenses, which include any expenses incurred with respect to this transaction) for [*] projected to be incurred in connection with AAA’s provision of Lab EDI Services to [*] SCAN Sites and assumethat BBB will provide services to only such number of SCAN Sites and only in the same manner that AAA did prior to transfer.(b) The Projections were prepared in accordance with the books and records of AAA in all material respects, which books and records have been properly maintained and are complete and correct in all material respects.(c) AAA has not received any advice or notification from its independent certified public accountants that AAA has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Projections any expenses associated with AAA’s provision of Lab EDI Services.3.1.4 ABSENCE OF CHANGES. Except as contemplated by this Assets Purchase Agreement, since _________,_________,_________(M,D,Y), AAA’s provision of Lab EDI Services has been carried on only in the ordinary course of AAA’s business, and there has not been any transaction or occurrence in which AAA has:(a) suffered or experienced any event or condition materiallyincreasing the expenses incurred by AAA in the provision of Lab EDI Services;(b) increased the rate of compensation payable or to become payable by it to any of the Transferred Employees or agreed to do so, except general hourly rate increases, normal merit increases and increases due to promotions;(c) failed to provide notice to BBB that it hired or committed to hire any Person who will perform services directly relating to AAA’s provision of Lab EDI Services, or terminated or received the resignation of any Transferred Employee;(d) through negotiation or otherwise, made any commitment or incurred any Liability, whether or not enforceable, to any labor organization affecting Transferred Employees;(e) directly or indirectly paid or entered into a Contract to pay any severance or termination pay to any Transferred Employee;(f) experienced problems with the SCAN Network or [*] (asdefined in the Services Agreement) (such as network operations, quality assurance or software development problems) which have materially and adversely affected AAA’s provision of Lab EDI Services to AAA Sites in Regions not yet transferred to BBB pursuant to this Assets Purchase Agreement.3.1.5 REAL PROPERTY. AAA neither owns nor leases (either as lessee or lessor) any real property related exclusively to its provision of Lab EDI Services.3.1.6 PERSONAL PROPERTY.(a) AAA owns and has good title to the SCAN Assets, free and clear of any and all Liens of any kind or nature.(b) DISCLOSURE SCHEDULE 3.1.6 contains (i) a sample configuration of a PC System which is representative of PC Systems provided to Automated Providers by AAA for the provision of Lab EDI Services, and (ii) a list of the SCAN Assets in the Region being transferred, which list is true and complete in all material respects to the best of AAA’s knowledge.(c) AAA does not lease any equipment, machinery or other items of tangible personal property for use exclusively in the provision of Lab EDI Services. AAA does not lease any personal property as lessor in connection with its provision of Lab EDI Services.(d) As of the Region One Transfer Date, there are not less than [*] AAA Sites located in all Regions.3.1.7 COMPLIANCE WITH LAWS.(a) To the best knowledge of AAA, in its provision of Lab EDI Services, AAA has complied in all material respects with all applicable Regulations relating to the provision of Lab EDI Services.(b) To the best knowledge of AAA, the SCAN Software complies as of the Region One Transfer Date with all applicable Regulations relating to AAA’s provision of Lab EDI Services.(c) AAA has obtained all consents or approvals required from,has made all necessary filings with, and has provided all required notices to, any governmental body or agency or any other third party in connection with the execution and delivery of this Assets Purchase Agreement or any of the AAA Documents.3.1.8 LITIGATION AND CLAIMS. There are no outstanding Court Orders or quasi-judicial or administrative decisions to which AAA is subject relating to the SCAN Assets located at AAA Sites and there is no Litigation pending or, to AAA’s knowledge, threatened relating to (i) the SCAN Assets located at AAA Sites or (ii) AAA’s provision of Lab EDI Services. AAA has not been advised by any attorney representing it that there are any loss contingencies (as defined in FASB 5), which would be required by FASB 5 to be disclosed or accrued in AAA’s financial statements by reason of the Lab EDI Services provided by AAA.3.1.9 CONTRACTS AND COMMITMENTS; WARRANTIES.(a) DISCLOSURE SCHEDULE 3.1.9 contains, to the best knowledge of AAA, a list, which is true and correct in all material respects, of all Vendor Contracts and all Contracts to which AAA is a party solely because it provides Lab EDI Services using the SCAN Network, except for Contracts (other than Vendor Contracts) that (i)are terminable on thirty (30) days or less notice by AAA without any Liability, (ii) are described in any other Section of the Disclosure Schedule hereto, or (iii) do not require payments in excess of $,_________ in the aggregate following the date hereof (unless renewed which renewal is at the discretion of BBB).(b) Each of the Contracts listed in DISCLOSURE SCHEDULE3.1.9, or described in this Section 3.1.9, is in full force and effect. No Default by AAA under any of the terms or conditions set forth in any of the Contracts to which AAA is a party or any document or instrument related thereto has occurred or been asserted by any party which could result in acceleration of any obligations under or termination of the Contract. The execution, delivery and performance of this Assets Purchase Agreement or any other AAA Document, and the consummation of the transactions contemplated hereby or thereby, will not conflict with, result in a breach of, or constitute a Default under any Contract to which AAA is a party or by which it is bound, affect the continuation, validity and effectiveness of any of such Contracts, or any terms thereof, or result in the creation of any Lien upon any of the SCAN Assets located at AAA Sites, or result in the acceleration of the maturity of any payment date of any of AAA’s obligations, or increase or adversely affect the obligations of AAA thereunder. AAA has provided, upon request, true, correct and complete copies of the Contracts referred to in DISCLOSURE SCHEDULE 3.1.9 to BBB for review.3.1.10 CONDITION OF ASSETS. To the best of AAA’s knowledge, the PC Systems located at AAA Sites in a Region to be transferred on an Applicable Transfer Date are in good operating condition so as to allow, in the aggregate, a level of connectivity with the SCAN Network which is consistent with AAA’s historically experienced level of connectivity. No representation or warranty is hereby given as to the condition or state of repair of any individual component of a PC System.3.1.11 BROKERS AND FINDERS. No third party is entitled to receive any commission, fees or similar consideration in connection with the transactions contemplated by this Assets Purchase Agreement based on any arrangement or agreement made by or on behalf of AAA.3.1.12 INVESTMENT REPRESENTATIONS; LEGEND ON SHARES.(a) AAA hereby acknowledges that (i) the shares of Series D Preferred Stock (or, if applicable, Conversion Shares) delivered pursuant to this Assets Purchase Agreement have not been registeredunder the Securities Act, and the resale of such shares is therefore subject to restrictions imposed by federal and state securities laws including without limitation that such shares cannot be sold or otherwise disposed of except in a transaction which is registered under the Securities Act or exempted from registration; (ii) BBB has advised AAA, a reasonable time prior to the execution of this Assets Purchase Agreement, that the shares have not been registered under the Securities Act; and (iii) all certificates representing the shares delivered to AAA shall be stamped or otherwise imprinted with a legend substantially in the following form (together with any other legend required by state law), and that stop transfer orders will be given to BBB’s transfer agent:THESE SECURITIES HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HA VE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR EXEMPTIONS FROM SUCH REGISTRATIONS ARE A V AILABLE.(b) AAA is an accredited investor (as such term is defined in Rule 506 of Regulation D promulgated by the SEC) and is acquiringthe shares of Series D Preferred Stock (and, if applicable, Conversion Shares) for its own account for investment purposes only, and not with a view to the distribution, transfer, or assignment of the same in whole or in part. AAA has been represented by counsel and advisers, each of whom has been previously selected by AAA, as AAA has found necessary to consult concerning this Assets Purchase Agreement and the shares to be issued pursuant to this Assets Purchase Agreement. AAA, either alone or with its representative(s), has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the prospective investment. AAA and its counsel and other advisers have been provided with such information concerning BBB as they have deemed relevant with respect to AAA’s investment decision relating to the shares being delivered to it. AAA has had a reasonable opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Assets Purchase Agreement, to discuss BBB’s business, management and financial affairs with the management of BBB, and to obtain any additional information which BBB possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished. AAA has received satisfactory responses from management of BBB to AAA’s inquiries.3.1.13 THIRD PARTY SOFTWARE. AAA has sufficient rights and licenses in Third Party Software to convey the rightscontemplated by Section 1.2 hereof, free and clear of any liens, claims or encumbrances, in each case subject to the exclusions and limitations expressly set forth in Section 1.2 hereof.3.1.14 SCHEDULES. All Sections of the Disclosure Schedule referenced in this Section 3.1 are true, correct and complete as of the date of this Assets Purchase Agreement, and will be true, correct and complete as of each Transfer Date. Matters disclosed in each such Section of the Disclosure Schedule shall be deemed disclosed for purposes of the matters to be disclosed in any Section of the Disclosure Schedule.SECTION 3.2 BY BBB. Except as set forth on a Disclosure Schedule hereto, BBB hereby represents and warrants to AAA, and will represent and warrant to AAA on each Transfer Date, as follows:3.2.1 ORGANIZATION, GOOD STANDING AND AUTHORITY. BBB is a duly organized and validly existing corporation in good standing under the laws of the State of _________(Placename) and has full corporate power and authority to carry on its business, to own and operate its properties and assets, and to consummate the transactions contemplated by this AssetsPurchase Agreement and the other documents to be executed and delivered by BBB hereunder (the BBB DOCUMENTS ). BBB is currently engaged in the BBB Business and is qualified to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect. The Fourth Amended Articles have been duly filed and are currently in effect. BBB has delivered to AAA true, correct and complete copies of the Fourth Amended Articles and the bylaws of BBB, including all amendments thereto, as presently in effect. BBB has all governmental licenses, authorizations, consents and approvals required to carry on the BBB Business as now conducted and as proposed to be conducted and to own, operate and lease its properties and assets, except for those licenses, authorizations, consents and approvals the failure of which to have would not have a Material Adverse Effect.3.2.2 AUTHORIZATION OF AGREEMENT, NO BREACH. The execution and delivery of this Assets Purchase Agreement have been duly authorized by all necessary corporate action on the part of BBB, and no further corporate action of any nature is required pursuant to the Articles or the bylaws of BBB. All Persons who have executed or will execute this Assets Purchase Agreement, or any other agreement or document called for by this Assets Purchase Agreement on behalf of BBB have been duly authorized to do so by all necessary corporate action. This Assets Purchase Agreement andthe other BBB Documents have been duly executed and delivered by BBB and constitute legal, valid and binding obligations of BBB, enforceable against BBB in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles, or by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Assets Purchase Agreement and the other BBB Documents and the consummation of the transactions contemplated hereby and thereby will not (1) violate or result in a breach of or Default or acceleration under the Articles or the bylaws of BBB or any material contract to which BBB is a party or is bound, (2) violate any Court Order, quasi-judicial or administrative decision or award of any court, arbitrator, mediator, tribunal, administrative agency or governmental body applicable to or binding upon BBB or upon the securities, property or business of BBB or (3) violate any Regulation relating to BBB, or to the securities, property, or business of BBB.3.2.3 BBB FINANCIAL STATEMENTS.(a) DISCLOSURE SCHEDULE 3.2.3 hereto contains a true and correct copy of (i) the balance sheets of BBB at _________,_________,_________(M,D,Y) and_________,_________,_________(M,D,Y) and the statements of operations, statements of stockholders equity and statements of cash flows of BBB for the years ended _________,_________,_________(M,D,Y) and _________,_________,_________(M,D,Y), which have been audited by _________, LLP independent accountants (the BBB FINANCIAL STATEMENTS ), and (ii) the unaudited balance sheets of BBB at _________,_________,_________(M,D,Y) and the statements of operations, statements of stockholders equity and statements of cash flows of BBB for quarter ended _________,_________,_________(M,D,Y) (the BBB UNAUDITED STATEMENTS ).(b) The BBB Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the respective periods covered thereby. The BBB Financial Statements are correct and complete and present fairly in all material respects the financial position of BBB at the date of the balance sheets included therein and the results of operations and cash flows of BBB for the respective periods covered by the statements of operations and cash flows included therein. BBB has no material obligations or liabilities of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or not due) which would be required by GAAP to be disclosed in the BBB Financial Statements and which, either individually or in the aggregate, would have aMaterial Adverse Effect and which are not disclosed by the BBB Financial Statements.(c) The BBB Unaudited Statements have been prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as otherwise disclosed therein) and certified by the chief financial officer of BBB as presenting fairly the financial condition and results of operations of BBB and any of its Subsidiaries for the periods covered by the statements (subject to customary exceptions for interim unaudited financial statements).3.2.4 CONSENTS. No consent, approval or authorization of, or qualification, designation, declaration or filing with, or notice to any governmental authority on the part of BBB is required in connection with (a) the valid execution and delivery of the BBB Documents and (b) the issuance of the shares of Series D Preferred Stock (and, if applicable, the Conversion Shares), except the filing of the Fourth Amended Articles in the office of the Secretary of State of the State of _________(Placename), which filing will be accomplished concurrently with the execution and delivery of this Assets Purchase Agreement.3.2.5 CAPITALIZATION.(a) After giving effect to the authorization of the shares of Series D Preferred Stock, the capital stock of BBB, as authorized by its Articles consists of the authorized, issued and outstanding capital stock set forth on DISCLOSURE SCHEDULE 3.2.5. None of such issued shares is held in the treasury of BBB. BBB does not have outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock and no Person has any right against BBB to subscribe for or to purchase, or any options for the purchase, or any agreements providing for the issuance, of any capital stock or any stock or securities convertible into capital stock of BBB.(b) All of the issued and outstanding shares of BBB capital stock have been validly issued and are fully paid and non-assessable. The shares of Series D Preferred Stock, when issued to AAA pursuant to this Assets Purchase Agreement, will be validly issued, fully paid and nonassessable, will have the designations, preferences, limitations, and relative rights set forth in the Articles and will be free and clear of all liens, claims and encumbrances. Any and all of the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable.3.2.6 REGISTRATION RIGHTS. Except as set forth in the Registration Rights Agreement, BBB will not be under any obligation to register under the Securities Act any of its then outstanding securities or any of its securities which may thereafter be issued.3.2.7 OFFERING. Subject to the accuracy of representations and warranties by AAA in Section 3.1 hereof, the issuance of the shares of Series D Preferred Stock (and the issuance of the Conversion Shares) on the Applicable Transfer Date constitutes a transaction exempt from the registration requirements of Section 5 of the Securities Act, and from the qualification requirements of any applicable state securities or blue sky laws.3.2.8 CHANGES. Since the date of the latest BBB Unaudited Statements, there has not been (i) any adverse change in the assets, liabilities, financial condition or operations of the BBB Business from that reflected in the BBB Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had a Material Adverse Effect or (ii) any adverse change in the prospects of the BBB Business or any other event or condition (or events or conditions) of any character which, either individually or cumulatively, has had a Material Adverse Effect.3.2.9 SUBSIDIARIES. Other than EDI Services Inc., BBB has no Subsidiaries. Except as set forth in this Assets Purchase Agreement, BBB does not own, or have the right to acquire, any securities or other equity or ownership interest in any corporation, association or other business entity or Person.3.2.10 PENDING LITIGATION, ETC. There are no actions at law, suits in equity or other proceedings or, to the knowledge of BBB, investigations in any court, tribunal or by or before any other governmental or public authority or agency or any arbitrator or arbitration panel or any governmental or private third-party insurance agency, pending or, to the knowledge of BBB, threatened against or affecting BBB that either individually or in the aggregate, would have a Material Adverse Effect, or, would question the validity or enforceability of this Assets Purchase Agreement, the BBB Documents, or any of the transactions contemplated hereby and thereby. BBB is not in default with respect to any Court Order.3.2.11 TITLE TO PROPERTIES. BBB has good and marketable title to its properties and assets and has good title to all its respective leasehold interests, in each case subject to no Lien, other than as set forth on DISCLOSURE SCHEDULE 3.2.11 hereto.DISCLOSURE SCHEDULE 3.2.11 accurately lists with respect to the personal property owned by BBB (i) each financing statement, deed, agreement or other instrument which has been filed, recorded or registered pursuant to any Regulation that names a business entity as debtor or lessee or as the grantor or the transferor of the interest created thereby, and (ii) as to each such financing statement, deed, agreement or other instrument, the names of the debtor, lessee, grantor or transferor and the secured party, lessor, grantee or transferee and the name of the jurisdiction in which such financing statement, deed, agreement or other instrument has been filed, recorded or registered.3.2.12 INTELLECTUAL PROPERTY, ETC. BBB owns or possesses the rights to use, free from burdensome restrictions or conflicts with the rights of others, all Intellectual Property necessary for the conduct of the BBB Business as now conducted and as proposed to be conducted. All licenses constituting BBB’s Intellectual Property are in full force and effect and constitute legal, valid and binding obligation of the respective parties thereto, and there have not been and are not any Defaults thereunder by any party. There are no outstanding options, licenses, or material agreements of any kind relating to the foregoing, nor is BBB bound by or a party to any options, licenses or agreements of any kind with respect to such Intellectual Property. BBB has not received any communications alleging that it has violated or, by conducting its business asproposed, would violate any of the Intellectual Property rights of any other Person. To BBB’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of their best efforts to promote the interests of BBB or that would conflict with the BBB Business as proposed to be conducted. Neither the execution nor delivery of this Assets Purchase Agreement, nor the carrying on of the BBB Business by the employees of BBB, nor the conduct of the BBB Business as proposed, will, to BBB’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a Default under, any Contract under which any of such employees is now obligated. BBB does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by BBB.3.2.13 COMPLIANCE WITH OTHER INSTRUMENTS. BBB is not in violation of or in Default in any material respect under any term of its organizational documents, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, and is not in violation in any material respect of any applicable Regulation, and to BBB’s knowledge, there is no state of facts which, with the passage of time or giving of notice or both, would constitute any such violation or Default that would in theaggregate have a Material Adverse Effect. The execution, delivery and performance of and compliance with the BBB Documents, the issuance of the shares of Series D Preferred Stock (and the Conversion Shares) and the consummation of any other transaction contemplated by the BBB Documents have not resulted and will not result in any such violation, or be in conflict with, or constitute a Default under any of the foregoing, or result in the creation of any Lien upon any of the properties or assets of BBB.3.2.14 COMPLIANCE WITH LAW. BBB is in compliance with all Regulations to which it is subject, the violation of which, either individually or in the aggregate, would have a Material Adverse Effect. The execution, delivery or performance of this Assets Purchase Agreement or any of the other BBB Documents, and the consummation of the transactions contemplated by the BBB Documents, will not cause BBB to be in violation of any Regulation.3.2.15 EMPLOYEES. To the knowledge of BBB, no employee of BBB is in violation of any term of any employment contract, patent disclosure agreement or any other Contract relating to the Intellectual Property of BBB or the relationship of any such employee with such entity or any other party.3.2.16 EMPLOYEE BENEFIT PLANS.(a) DISCLOSURE SCHEDULE 3.2.16 contains a current, correct and complete list of all the Employee Benefit Plans.(b) All Employee Benefit Plans conform (and at all times have conformed) in all material respects to, and are being administered and operated (and have at all times been administered and operated) in material compliance with, the requirements of ERISA, the Code and all other applicable Regulations. All returns, reports and disclosure statements required to be made under ERISA and the Code with respect to all such Employee Benefit Plans have been timely filed or delivered. There have not been any prohibited transactions, as such term is defined in Section 4975 of the Code or Section 406 of ERISA, involving any of the Employee Benefit Plans, that could subject BBB to any material penalty or tax imposed under the Code or ERISA.(c) Any Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the Internal Revenue Service to be so qualified or an application for such determination is pending. Any such determination that has been obtained remains in effect and。

Asset Purchase Agreement资产购买合同.docx

Asset Purchase Agreement资产购买合同DATED AS OF _________,_________,_________BY AND AMONGAAA, INCA _________(Placename) CORPORATION,BBB, INCA _________(Placename) CORPORATIONANDCCC, INCA _________(Placename) CORPORATIONTABLE OF CONTENTSSECTION 1. SALE OF ASSETSSECTION 2. CONSIDERATION FOR TRANSFER OF THE ASSETS2.1 Purchase Price2.2 Earn-Out Payments2.3 Audit2.4 Conversion2.5 License Back2.6 DistributionSECTION 3. THE CLOSING3.1 The Closing3.2 Documents to be Delivered at Closing3.3 Use of AssetsSECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLERS 4.1 Organization; Power; Good Standing4.2 Authority, Approval and Enforceability4.3 No Conflict4.4 No Consent Required4.5 Title to AssetsSECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER 5.1 Organization; Power; Good Standing5.2 Authority, Approval and Enforceability5.3 No Conflict5.4 No Consent RequiredSECTION 6. ADDITIONAL AGREEMENTS6.1 Confidentiality6.2 Payment of Expenses6.3 Sales, Transfer and Use Taxes6.4 Information Relating to Taxes6.5 Employees6.6 Buyer's Advisors6.7 Further AssurancesSECTION 7. MISCELLANEOUS7.1 Entire Agreement7.2 Amendment and Waiver7.3 Delays or Omissions7.4 Assignment: Binding Upon Successors and Assigns7.5 Notices7.6 Survival of Representations and Warranties7.7 Incorporation of Schedules and Exhibits7.8 Expenses7.9 Captions7.10 Severability7.11 Governing Law7.12 Counterparts7.13 Attorneys' FeesASSET PURCHASE AGREEMENTTHIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of _________,_________,_________(M,D,Y), by and among AAA, INC., a _________(Placename) corporation and BBB, INC., a _________(Placename) corporation (collectively, the "Sellers") and CCC, INC., a _________(Placename) corporation (the "Buyer").RECITALSWHEREAS, Sellers have been engaged in the business of developing and marketing automation products for use in semiconductor manufacturing and has announced its intention to withdraw from such business (the "Business");WHEREAS, Sellers have in the course of operating the Business developed preliminary product designs and prototypes for products related to the automation of semiconductor manufacturing that have not been marketed and Sellers own certain equipment useful in this product development that it will not need to meet its remaining customer obligations associated with the Business; andWHEREAS, Buyer desires to purchase from Sellers and Sellers desire to sell to Buyer, such software, designs, prototypes and equipment, together with Sellers' intellectual property rights pertaining thereto all as described in Exhibit A hereto (collectively, the "Assets") on the terms and subject to the conditions hereinafter set forth.AGREEMENTNOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows:[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.SECTION 1. SALE OF ASSETS. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), Sellers shall sell, convey, assign, grant, transfer and deliver to Buyer, and Buyer shall purchase, acquire and receive from Sellers the Assets, free and clear of all liens, mortgages, pledges, security interests, restrictions, prior assignments, encumbrances and claims of every kind, nature or character ("Liens").The parties acknowledge that Sellers' rights under the Software License Agreement (the "License Agreement") among BBB, Inc., DDDCo., Ltd. ("DDD") and EEE & Co., Ltd. (relating to the MCS software) are intended to be included in the Assets but that the License Agreement may only be assigned by Sellers to Buyer with the consent of DDD. Sellers will use commercially reasonable efforts to obtain such consent. Notwithstanding any such assignment, Sellers shall remain responsible to pay DDDthe installment payments set forth in Section 5.1 of the License Agreement and Buyer shall be liable for royalties payable under Section 5.2 of the License Agreement for software sold by Buyer. Sellers shall have no further liability to Buyer pursuant to the License Agreement.Any intellectual property relating to the Field (as defined below) which is developed by Sellers' employees whose principal work related to the Field including Mihir Parikh and Anthony Bonora on or before _________,_________,_________(M,D,Y), shall be deemed to be included within the Assets and to be the property of Buyer.SECTION 2. CONSIDERATION FOR TRANSFER OF THE ASSETS2.1 PURCHASE PRICE. Subject to the terms and conditions of these Agreement, in consideration of the transfer of the Assets, Buyer shall pay to Sellers the "Earn-Out Payments" (as defined below) up to an aggregate of $,_________.Notwithstanding anything else in this Agreement to the contrary, except as specifically set forth in Section 1, Buyer shall not assume, pay, perform, or discharge, and Sellers shall solely retain, pay, perform and discharge, all obligations and liabilities of Sellers relating to the Business, whether disclosed, undisclosed, direct, indirect, fixed or contingent, known or unknown, incurred in the ordinary course of business or otherwise.2.2 Earn-Out Payments. Subject to the terms and conditions of this Agreement, in consideration of the transfer of the Assets, Buyer shall pay to Sellers Earn-Out Payments equal to 4.0% of the Gross Revenue of Buyer. The Gross Revenue of Buyer means the Buyer's actual revenue from all sources relating to transport systems and transfer (conveyor to tool loadport and/or stocker) systems in connection with manufacturing automation (the "Field") less freight, sales tax and insurance, and shall be determined using Generally Accepted Accounting Principles. The Earn-Out Payments shall be paid quarterly within forty-five (45) days following the end of each quarter (the "Payment Date"). On each Payment Date, Buyer shall deliver to Sellers a statement setting forth in reasonable detail the Gross Revenue of Buyer and the Earn-Out Payments.2.3 AUDIT. For six (6) months following the payment of the final Earn-Out Payment, Sellers shall have reasonable access to the financial books and records of Buyer and Buyer's successor-in-interest of the Business for the purpose of auditing the Earn-Out Payments, subject to reasonable confidentiality restrictions. If the audit results in any additional payments to Sellers in excess of _________($,_________) (the "Minimum Earn-Out Discrepancy"), then Buyer shall be liable for the fees and expenses of the auditor. If the audit results in no additional payments to Sellers or payments below the Minimum Earn-Out Discrepancy, then Sellers shall be liable for the auditor's fees and expenses. Buyer shall make any additional payments to the Sellers within twenty (20) days after the completion of the audit. The auditor shall be a national accounting firm satisfactory to the Sellers and Buyer.2.4 CONVERSION. The right to receive Earn-Out Payments pursuant to Section 2.1 may be converted, at the option of Sellers, into shares of Buyer's securities sold at the closing of an equity financing for Buyer in which the aggregate gross proceeds raised by Buyer (including any previous sales of Buyer's equity) is at least $,_________; provided, however that if such conversion would cause Sellers to own more than 9.5% of the outstanding, voting stock of Buyer, then only such amount of Earn-Out Payments that would convert into 9.5% of the outstanding voting stock of the Company may be converted and the remaining Earn-Out Payments shall remain available for conversion at the option of Sellers in any subsequent financing. The number of shares issuable to Sellers upon conversion of the Earn-Out Payments in connection with any financing shall be equal to the principal amount of Earn-Out Payments that is being converted divided by the price per share at which Buyer sells its equity securities in such financing. Sellers shall not have the right to convert Earn-Out Payments which have been paid by Buyer pursuant to Section 2.2, and the amount of any such payments shall be deducted from the balance available for conversion hereunder.2.5 LICENSE BACK. The parties acknowledge that Sellers' products may contain intellectual property sold to Buyer pursuant to this Agreement, accordingly, Buyer grants to Sellers the worldwide, non-exclusive, royalty-free, fully-paid and perpetual right and license, with the right of sublicense, in and to the intellectual property included within the Assets to use, sell, distribute, reproduce, modify, make and have made, any of the Sellers' current products in the Field and any of Sellers' current and future products outside the Field. The limitations on such license in this Section 2.5 with respect to the Field shall expire on _________,_________,_________(M,D,Y).2.6 DISTRIBUTION. Buyer hereby grants Sellers the non-exclusive, worldwide right and license to distribute and sell any of Buyer's products on terms and conditions mutually acceptable to Buyer and Sellers which are no less favorable than the most favorable terms granted to other distributors of Buyer, provided that Buyer may grant exclusive distribution rights to third parties in particular markets if such exclusive distribution rights are first offered to Sellers on the same terms and conditions as later offered to such third party and Sellers do not accept the offer; provided, however, that Sellers have or are reasonably expected to have the capability of performing such exclusive distribution function in such particular markets in a reasonably comparable manner to such third party. This Section 2.6 shall terminate on the earlier of (i) the fifth anniversary of this Agreement or (ii) if Sellers offer for sale their own products relating to the automation of semiconductor manufacturing which compete directly with Buyer's products.SECTION 3. THE CLOSING.3.1 THE CLOSING. The closing of the transactions contemplated hereby (the "Closing") shall be held at the offices of _________(Address) at _________(Time) Pacific Time on _________,_________,_________(M,D,Y) or such other place, time and date as Buyer and Sellers may mutually select. The time and date on which the Closing is actually held is referred to herein as the "Closing Date."3.2 DOCUMENTS TO BE DELIVERED AT CLOSING. On the Closing Date, subject to the terms and conditions of this Agreement, Sellers shall deliver to Buyer such bills of sale, assignments, endorsements and other recordable instruments of assignment, transfer and conveyance, in form and substance reasonably satisfactory to Buyerand its counsel, as shall be effective to vest in Buyer all of the right, title and interest of Sellers in and to the Assets free and clear of all Liens.3.3 USE OF ASSETS. Following the Closing, Sellers shall be entitled to use the Assets as necessary for the wind-up of BBB, Inc. In such case, the physical transfer of such Assets shall occur on a date to be agreed by the parties, but no later that _________,_________,_________(M,D,Y), and Sellers shall insure the Assets for the benefit of Buyer until such transfer.SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLERS.Except as set forth on the Schedule of Exceptions, Sellers hereby represent and warrant to Buyer as follows:4.1 ORGANIZATION; POWER; GOOD STANDING. AAA, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of _________(Placename), BBB, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of _________(Placename), each of the Sellers has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to qualify could have a material adverse effect on Sellers, taken as a whole, or the Assets.4.2 AUTHORITY, APPROVAL AND ENFORCEABILITY.(a) Each of the Sellers has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and all agreements, instruments and documents contemplated hereby, and all corporate action of Sellers necessary for such execution delivery and performance has been duly taken.(b) This Agreement is a legal, valid and binding obligation of Sellers, and, upon due execution and delivery by the parties thereto, all agreements, instruments and documents to be executed by Sellers in connection with the transactions contemplated hereby will be legal, valid and binding obligations of Sellers, each enforceable against Sellers in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.4.3 NO CONFLICT. The execution and delivery by Sellers of this Agreement and any other agreements, instruments and documents to be executed and delivered by Sellers pursuant hereto do not, and the performance and consummation by Sellersof the transactions contemplated hereby and thereby will not, conflict with or result in any breach or violation of or default, termination, forfeiture or lien under (or upon the failure to give notice or the lapse of time, or both, result in any conflict with, breach or violation of or default, termination, forfeiture or lien under) any terms or provisions of Sellers' charter documents, each as amended, or any statute, rule, regulation, judicial or governmental decree, order or judgment, to which Sellers is a party or to which Sellers or the Assets are subject.4.4 NO CONSENT REQUIRED. No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal to which Sellers or the Assets are subject is required for the execution, delivery or performance by Sellers of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby or thereby.4.5 TITLE TO ASSETS. Sellers have good and marketable title to the Assets, free and clear of all Liens. Upon delivery by Sellers to Buyer of the Assets at Closing, Buyer will acquire good and marketable title to the Assets free and clear of all Liens.SECTION 5. REPRESENTATIONS AND WARRANTIES OF BUYER.As a material inducement to Sellers to enter into this Agreement, Buyer represents and warrants to Sellers as follows:5.1 ORGANIZATION; POWER; GOOD STANDING. Buyer is a company duly organized, validly existing and in good standing under the laws of the State of _________(Placename), has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to qualify could have a material adverse effect on the business, assets, operations or financial condition of Buyer.5.2 AUTHORITY, APPROVAL AND ENFORCEABILITY.(a) Buyer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and all agreements, instruments and documents contemplated hereby, and all corporate action of Buyer necessary for such execution, delivery and performance has been duly taken.(b) This Agreement is a legal, valid and binding obligation of Buyer, and, upondue execution and delivery by the parties thereto, all agreements, instruments and documents to be executed by Buyer in connection with the transactions contemplated hereby will be legal, valid and binding obligations of Buyer, each enforceable against Buyer in accordance with its respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.5.3 NO CONFLICT. The execution and delivery by Buyer of this Agreement and any other agreements, instruments and documents to be executed and delivered by Buyer pursuant hereto do not, and the performance and consummation by Buyer of the transactions contemplated hereby and thereby will not, conflict with or result in any breach or violation of or default, termination, forfeiture or lien under (or upon the failure to give notice or the lapse of time, or both, result in any conflict with, breach or violation of or default, termination, forfeiture or lien under) any terms or provisions of Buyer's charter documents, each as amended, or any statute, rule, regulation, judicial or governmental decree, order or judgment, agreement, lease or other instrument to which Buyer is a party or to which Buyer or its assets are subject that has or is likely to have a material adverse effect on the business, assets, operations or financial condition of Buyer.5.4 NO CONSENT REQUIRED. No consent, authorization, approval, order, license, certificate or permit or act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or license to which Buyer is a party or to which Buyer or its assets are subject that has or is likely to have a material adverse effect on the business, assets, operations or financial condition of Buyer, is required for the execution, delivery or performance by Buyer of this Agreement or any of the other agreements, instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby.SECTION 6. ADDITIONAL AGREEMENTS.6.1 CONFIDENTIALITY. For a period of three years from the date of this Agreement, each party hereto shall hold in confidence and use its best efforts to have all of their respective employees, agents, representatives and affiliated companies hold in confidence all documents and other written material containing information of a confidential nature belonging to the other party (including, but not limited to, the intellectual property rights contained in the Assets), and, except as contemplated by this Agreement, shall not disclose, publish, use or permit others to use the same; provided, however, that the foregoing restriction shall not applyto any portion of the foregoing which: (i) becomes generally available to the public in any manner or form through no fault of either party, or their respective employees, agents or representatives; (ii) is released for disclosure by one party with the other party's consent or (iii) when such disclosure is required by a court or a governmental agency or is otherwise required by law or is necessary in order to establish rights under this Agreement or any other agreements referred to herein.6.2 PAYMENT OF EXPENSES. Whether or not the transactions contemplated by this Agreement are consummated and, except as otherwise may be expressly provided herein, each party shall pay its own fees, expenses and disbursements and those of its respective agents, representatives, consultants, accountants and counsel incurred in connection with this Agreement and all other costs and expenses incurred in the performance and compliance with all conditions to be performed by such party under this Agreement.6.3 SALES, TRANSFER AND USE TAXES. Sellers shall pay all sales, transfer and use taxes arising out of the transfer of the Assets.6.4 INFORMATION RELATING TO TAXES. Sellers shall furnish to Buyer from time to time after the Closing Date any information reasonably requested by Buyer which is in the possession of or reasonably available to Sellers to permit Buyer: (i) to file on a timely basis its federal income tax returns and its estimated federal income tax returns and any other tax returns which may be required by any federal, state, local or foreign tax authority, and (ii) to comply with orders issued by any federal, state, local or foreign governmental authority.6.5 EMPLOYEES. Buyer may hire any employee of BBB, Inc. or any employee of AAA, Inc. whose principal work relates to the Field, however, such hired employees must give Sellers three months written notice of the termination of their employment with Sellers.6.6 BUYER'S ADVISORS. It is understood that Mihir Parikh and Anthony Bonora will serve as advisors to or directors of Buyer while continuing to serve as employees and officers of Sellers. The parties agree that any intellectual property relating to the Field developed by Mihir Parikh and Anthony Bonora which is developed by either of them while in Sellers' employ shall nevertheless be deemed to be the property of Buyer; provided, however, that if either Mihir Parikh or Anthony Bonora use the laboratory or testing equipment of Sellers in developing such intellectual property, then such intellectual property shall be the property of Sellers pursuant to the Proprietary Information and Inventions Assignment Agreement or similar agreement between Sellers and Mihir Parikh or Anthony Bonora, respectively.6.7 FURTHER ASSURANCES. Sellers, at any time after the Closing, at the request of Buyer and at Buyer's sole expense, shall execute, acknowledge and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer, and will take any other action consistent with the terms of this Agreement, that may reasonably be necessary for the purpose of assigning, granting and confirming to Buyer all Assets to be conveyed pursuant to this Agreement.SECTION 7. MISCELLANEOUS.7.1 ENTIRE AGREEMENT. This Agreement, including the schedules and exhibits hereto, contains the entire understanding among the parties hereto and with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, inducements or conditions, express or implied, oral or written, except as set forth herein. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.7.2 AMENDMENT AND WAIVER. This Agreement may not be modified, amended or supplemented other than by an agreement in writing executed by all parties hereto. No waiver shall be binding unless executed in writing by the party making the waiver. No waiver of any provisions, breach or default of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.7.3 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach, default or noncompliance under this Agreement or any waiver of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or otherwise afforded to any party, shall be cumulative and not alternative.7.4 ASSIGNMENT: BINDING UPON SUCCESSORS AND ASSIGNS. Neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party hereto. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.7.5 NOTICES. All notices, requests, demands and other communications required orpermitted under this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given, made and received on the date when delivered by hand delivery with receipt acknowledged, or upon the next business day following receipt of telex or telecopy transmission, or upon the third day after deposit in the United States mail, registered or certified with postage prepaid, return receipt requested, addressed as set forth below:(a) If to Buyer:CCC, Inc.Address: _________Fax No.: _________Tel: _________Attention:_________(b) If to Sellers:AAA, Inc.Address: _________Fax No.: _________Tel: _________Attention:_________Any party may alter the addresses to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 7.5 for the giving of notice.7.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made by any party to this Agreement or pursuant hereto shall survive the Closing. The representations and warranties hereunder shall not be affected or diminished by any investigation at any time by or on behalf of the party for whose benefit such representations and warranties were made.7.7 INCORPORATION OF SCHEDULES AND EXHIBITS. All schedules, exhibits and other documents and written information required to be delivered pursuant to this Agreement are incorporated into this Agreement by this reference and are warrantedby the party or parties which deliver the same to be accurate and complete in all material respects.7.8 EXPENSES. Each party will bear its respective expenses and legal fees incurred with respect to this Agreement, and the transactions contemplated hereby.7.9 CAPTIONS. The captions contained in this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning and interpretation of this Agreement.7.10 SEVERABILITY. If any provision of this Agreement, or the application thereof, will for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of the void or unenforceable provision.7.11 GOVERNING LAW. In all respects, including all matters of construction, validity and performance, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of _________(Placename) applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws.7.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof shall bear the signatures of all of the parties indicated as the signatories hereto.7.13 ATTORNEYS' FEES. In the event that any action or proceeding is brought by either party to enforce or interpret any provision, covenant or condition contained in this Agreement, the prevailing party in such action or proceeding (whether after trial or appeal) shall be entitled to recover from the party not prevailing its expenses therein, including reasonable attorneys' fees and allowable costs.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.BUYER: CCC, INC.a _________(Placename) companyBy: /S/ _________。

AssetPurchaseAgreement(AmendmentNo.3)资产购买协定.doc

Asset Purchase Agreement (Amendment No.3)资产购买合同-NOW, THEREFORE, the parties agree as follows:1. DEFINITIONS. Capitalized terms used but not defined herein shall have the same meanings attributed thereto in the Purchase Agreement.2. BASE PRICE RE-ADJUSTMENTS.(a) iWon Agreement. The Seller has notified the Buyer that consent to assignment of the iWon Agreement cannot be obtained. Accordingly, pursuant to Annex B of the Purchase Agreement, on the Closing Date, the Base Price to be paid by the Buyer to the Seller shall be reduced by _________ (_________) percentage points, or _________ Buyer Shares.(b) Special Agreements.(i) The Seller has notified the Buyer that the Seller has been unable to obtain the consent to assignment for the Special Agreements. The Base Price shall be reduced by, and the Buyer shall hold back from delivery to the Seller on the Closing Date, _________ (_________) percentage point of the Base Price, or _________ Buyer Shares, for each of the first _________ (_________) Special Agreements that are not assigned to the Buyer at the Closing. The Base Price shall be reduced by an additional _________(_________) percentage points, or _________ Buyer Shares, for the third Special Agreement that is not assigned to the Buyer at the Closing. If within _________ (_________) days after the Closing Date (the EXTENSION PERIOD ) the Seller obtains and delivers to the Buyer the required consent to the assignment of any of the Special Agreements, then the Base Price shall be increased for each such Special Agreement for which consent to assignment has been so obtained (the RECAPTURED SHARES ) in the following manner:_________ (_________) percentage points, or _________ Buyer Shares, for the first such consent to assignment delivered by the Seller to the Buyer, and _________ (_________) percentage point, or _________,_________ Buyer Shares, for each of the remaining _________ (_________) Special Agreements for which consent to assignment has been delivered by the Seller to the Buyer. In any such case, the Buyer shall take all actions necessary to issue and deliver the Recaptured Shares promptly after the delivery of the relevant consent, subject to all the terms and conditions of the Purchase Agreement and the Ancillary Agreements, in the samemanner as if such shares had been originally issued as part of the Purchase Price on the Closing Date.(ii) The Buyer agrees that it shall continue to perform and satisfy the obligations under, and in accordance with the terms of, each of the Special Agreements during the term of the Extension Period (so long as each such agreement is not terminated). The rights and obligations of the parties with respect to each of the Special Agreements shall be governed by Section 6(g) of the Purchase Agreement.(c) ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. The foregoing Base Price re-adjustments contemplated by this Section 2 shall be proportionately adjusted for stock splits, stock dividends, stock combinations, recapitalizations, reorganizations, reclassifications and the like.3. WARRANTIES.(a) The Seller hereby represents and warrants to the Buyer that:(i) The Seller has full power and authority to enter into and fulfill the terms of this Amendment, which is the binding obligation of the Seller and enforceable in accordance with its terms.(ii) The Seller will comply in all material respects with all laws and regulations applicable to the performance of the terms hereunder.(b) The Buyer hereby represents and warrants to the Seller that:(i) The Buyer has full power and authority to enter into and fulfill the terms of this Amendment, which is the binding obligation of the Buyer and enforceable in accordance with its terms.(ii) The Buyer will comply in all material respects with all laws and regulations applicable to the performance of the terms hereunder.4. EFFECT OF THE AMENDMENT. All references to the Purchase Agreement or any related document shall mean the Purchase Agreement as amended by this Amendment. Except asspecifically amended above, the Purchase Agreement shall remain in full force and effect in the original form agreed by the Parties, as amended by Amendment No. _________ to Asset Purchase Agreement, dated _________,_________,_________(M,D,Y), and is hereby ratified and confirmed.5. DESCRIPTIVE HEADINGS. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.6. GOVERNING LAW. This Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of California without giving effect to any conflict of law provision.7. COUNTERPARTS. This Amendment may be executed and delivered in counterparts, each of which shall constitute an original, and all of which together shall constitute one Amendment. A facsimile, telecopy or other reproduction of this Amendment may be executed by either Party, and an executed copy of this Amendment may be delivered by either Party by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and suchexecution and delivery shall be considered valid, binding and effective for all purposes.The parties have caused this Amendment No. _________ to Asset Purchase Agreement to be executed by their duly authorized officers as of the day and year first written above.BBB CORPORATION AAA, INC.By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________Asset Purchase Agreement资产购买合同-6.1 Access to Information.(a) Buyer’s Access to Information and Records Before Closing.Buyer may, prior to the Closing, make or cause to be made such reasonable investigation of the operation and assets of the Business as Buyer deems necessary or advisable to familiarize itself with such assets and other matters. Upon reasonable notice, Seller agrees to permit Buyer and its authorized representatives (including legal counsel and independent accountants) to have full access at reasonable business hours and upon reasonable prior notice to any relevant books and records of the Business, and Seller and its officers will furnish Buyer with such financial and operating data and other information and copies of documents with respect to the Business products and operations as Buyer shall from time to time reasonably request.(b) Return of Seller’s Documents.In the event of the termination of this Agreement prior to Closing, Buyer will deliver to Seller all documents, work papers and other materials obtained from Seller relating to Seller or the transaction contemplated hereby, whether so obtained before or after the execution hereof, and shall destroy any copies, charts, analysesor other documents produced from said documents, work papers and other materials obtained from Seller. Buyer’s counsel shall certify in writing that the aforementioned actions have been taken.(c) Use of the Parties’ Information.(i) Prior to Closing, neither Buyer nor Seller shall, except to the extent mutually agreed upon, disclose to third parties any information obtained from the other, nor shall the receiving party use that information to the other’s detriment. Each party shall keep any information so obtained confidential and will not use it in any way other than to obtain any governmental consents or approval necessary for the transactions contemplated by this Agreement, except that such restriction shall not apply to any information received from the other party (i) which is in or comes into the public domain through no fault of the receiver of the information, (ii) which was in the possession of the receiver of the information before the commencement of negotiations leading to this Agreement, (iii) which at any time lawfully comes into the possession of the receiver of the information from third parties who have a right to disclose such information otherwise than in connection with this Agreement, (iv) which is disclosed as a result of the provision set forth in Section 10.1 or (v) which is required to be disclosed by law.(ii) Following Closing, the parties shall not disclose to third parties any information obtained from the other, nor shall the receiving party use that information to the other’s detriment. The parties shall keep any information so obtained confidential, except that such restriction shall not apply to any information received from the other party (i) which is in or comes into the public domain through no fault of the receiver of the information, (ii) which was in the possession of the receiver of the information before the commencement of negotiations leading to this Agreement, (iii) which at any time lawfully comes into the possession of the receiver of the information from third parties who have a right to disclose such information or (iv) which is required to be disclosed by law.6.2 Obligations of the Parties Prior to Closing.Except for the steps or actions taken pursuant to prior written consent of Buyer, Seller from the date of this Agreement until the Closing will conduct the Business consistent with historical practices, and during that period Seller shall:(a) conduct the Business only in the normal course;(b) not transfer any of the assets or properties of the Business except in the normal course;(c) except for customary agreements in the nature of pre-rights declarations in trademark matters, not enter into any patent, know-how, trademark or trade name licenses, purchase orders for raw materials, packaging and/or finished goods, or any other leases, licenses, contracts or other commitments relating exclusively to the Business, unless each such lease, license, contract, purchase order or commitment is disclosed to and approved by Buyer - the foregoing notwithstanding Seller may enter into new sales contracts in the ordinary course of business.(d) continue to meet the contractual obligations of, and to pay obligations relating to, the Business as they mature in the normal course; and(e) subject to the disclosures on Schedule 5.8, maintain the business relations of Seller with its suppliers, business customers and others with whom it has business relations relating to the Business.6.3 Best Efforts of the Parties.Each of Seller and Buyer shall use its best efforts to cause all of the conditions to the obligations of the other to consummate the transactions contemplated hereby, as specified in Article 7, to be met as soon as practicable after the date of this Agreement and to do, or cause to be done, all things necessary to consummate the transactions contemplated hereby.6.4 Obligations of the Parties After Closing(a) Additional Documents. From time to time after the Closing, Buyer and Seller agree to execute and deliver, without further consideration, such documents as either party hereto may reasonably request, in such form as may be appropriate, if necessary or advisable in connection with the consummation of the transactions contemplated hereby or any other agreement delivered in connection herewith.(b) Cooperation in Litigation. Buyer and Seller agree that, in the defense of any litigation, hearing, regulatory proceeding, orinvestigation or other similar matter relating to the Business, they will make available during normal business hours, but without unreasonably disrupting their respective businesses, all personnel and original records of the Business reasonably necessary or desirable to permit the effective defense or investigation of such matters. If business information of Seller other than that pertaining to the Business is contained in such records, Buyer and Seller will enter into appropriate secrecy commitments to protect such information.6.5 Seller’s Agreement Not to Compete.(a) Neither Seller, nor any Affiliate of Seller, shall market any Heavy Duty Hand Cleaner within the United States for a period of _________ years following Closing. For a period of three years from Closing, neither Seller, nor any Affiliate of Seller, shall introduce any Heavy Duty Hand Cleaner of its own outside of the United States; provided, however, nothing hereunder shall be construed to prevent an Affiliate from acting as a distributor for Heavy Duty Hand Cleaner outside of the United States on behalf of a third party for not more than _________ days after the date that Seller has been given written notice by Buyer of such Affiliate’s activity.(b) Seller shall not be deemed to be in violation of Section 6(a) by virtue of the fact that Seller, or any of its Affiliates: (i) invests in or owns an interest in any Person which is not Engaged Primarily in a Buyer Competitive Business; or (ii) invests in securities having less than ten percent (10%) of the outstanding voting power of any Person which is Engaged Primarily in a Buyer Competitive Business, the securities of which are publicly traded or listed on any securities exchange or automated quotation system; or (iii) acquired a Buyer Competitive Business as part of an acquisition, by joint venture, merger, or other business combination, or the assets of, or the majority of the voting interest in, another Person (hereinafter a Target Business ) if the revenue derived by the Target Business from the Buyer Competitive Business in the fiscal year preceding such acquisition constituted less than twenty percent (20%) of the aggregate net sales of the Target Business.(c) In the event Seller or an Affiliate acquires a Buyer Competitive Business under the circumstances described in Section 6.5(b)(iii) above, and if the sales of the Buyer Competitive Business contained within the Target Business exceed _________ U.S. dollars (U.S. $,_________) on an annual basis, Seller or such Affiliate shall thereafter divest such Buyer Competitive Business with _________ months from the date of purchase of the Buyer Competitive Business by way of auction or other competitive bidding process, negotiated sale, or such other manner of divestiture as Seller, in its sole andnon-reviewable discretion, deems appropriate.6.6 Ecolab Inc.(a) Based upon Buyer’s desire to negotia te a new arrangement directly with Ecolab Inc. which Buyer believes will be attractive to Ecolab Inc., and at Buyer’s request, Seller shall give Ecolab notice, no later than _________,_________,_________(M,D,Y) , to terminate its existing agreements with Ecolab Inc. relating to the Lava product and the Lava trademark. Buyer shall enable Seller to continue to fully perform under the agreements between Ecolab Inc. and Seller for the economic benefit of Buyer (less reasonable out-of-pocket expenses incurred by Seller), until their termination, but in no event later than _________,_________,_________(M,D,Y) . Buyer shall attempt to negotiate with Ecolab Inc. for an earlier termination than _________,_________,_________(M,D,Y) of Seller’s obligations under the Ecolab agreements.(b) Seller shall indemnify Buyer and hold it harmless against any loss, claim or liability arising from any dispute(s) between Ecolab Inc. and Seller which arise prior to Closing and relate solely to Buyer’s performance under the Ecola b Inc. agreements or anysubsequent post-termination notice claim that the Ecolab Inc. agreements will not terminate effective _________,_________,_________(M,D,Y) .(c) Buyer shall indemnify Seller and hold it harmless against any loss, claim, or liability arising from any dispute relating to Ecolab Inc. which arise on or after _________,_________,_________(M,D,Y) other than those caused by Seller’s failure to ship product properly ordered by Ecolab Inc. through no fault of Buyer.6.7 Lava InstitutionalBuyer agrees that Seller shall retain Lava 7.5 oz. Institutional product and also have the right to sell such product to a third party(s) of its choosing. Should Buyer wish to purchase this product and Seller has not yet sold this product to a third party, Seller will consider an offer from Buyer.6.8 CCLIf CCL does not agree to manufacture Liquid Lava at its Rexdale, Ontario, Canada plant then Seller shall store free of charge to Buyer the Liquid Lava raw materials and packaging for a period of up to _________ days post-closing.。

AssetPurchaseAgreement(AmendmentNo.1)资产购买协定.doc

Asset Purchase Agreement (Amendment No.1)资产购买合同-The Parties are parties to that certain Asset Purchase Agreement dated as of _________,_________,_________(M,D,Y) (the ASSET PURCHASE AGREEMENT ), pursuant to which the Parties have agreed to certain conditions and restrictions relating to a transaction in which the Buyer will purchase all of the assets (and assume certain of the liabilities) of the Commerce Product Business unit of the Seller in return for shares of common stock of the Buyer.The Parties agree as follows:Extension of Termination Date. Sections 9(a)(ii) and (iii) of the Asset Purchase Agreement governing termination are hereby deleted in their entirety and are amended to read in their entirety as follows:(i) the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) if any of the conditions set forth in Section 7(a) of this Agreement shall have become incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before_________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(a) hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); or(ii) the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) if any of the conditions set forth in Section 7(b) of this Agreement shall have become incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before _________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(b) hereof, unless the failure results primarily from the Seller itself breaching any representation, warranty, or covenant contained in this Agreement.EFFECT OF THE AMENDMENT.All references to the Asset Purchase Agreement or any related document shall mean the Asset Purchase Agreement as amended by this Amendment. Except as specifically amended above, the Asset Purchase Agreement shall remain in full force and effect in the original form agreed by the Parties, and is hereby ratified andconfirmed.DESCRIPTIVE HEADINGS.The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.GOVERNING LAW.This Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of California.COUNTERPARTS.This Amendment may be executed and delivered in counterparts, each of which shall constitute an original, and all of which together shall constitute one Amendment. A facsimile, telecopy or other reproduction of this Amendment may be executed by either Party, and an executed copy of this Amendment may bedelivered by either Party by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the date first written above.BBB CORPORATION AAA, INC.By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________Asset Purchase Agreement (Amendment No.2)资产购买合同-The Parties are parties to that certain Asset Purchase Agreement dated as of _________,_________,_________(M,D,Y), as amended by Amendment No. 1 to Asset Purchase Agreement dated as of _________,_________,_________(M,D,Y)(as it may be amended or otherwise modified from time to time, the ASSET PURCHASE AGREEMENT ), pursuant to which the Parties have agreed to certain conditions and restrictions relating to a transaction in which the Buyer will purchase all of the assets (and assume certain of the liabilities) of the Commerce Product Business unit of the Seller in return for shares of common stock of the Buyer.The Parties agree as follows:Extension of Termination Date. Sections 9(a)(ii) and (iii) of the Asset Purchase Agreement governing termination are hereby deleted in their entirety and are amended to read in their entirety as follows:(vi) the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (A) if any of the conditions set forth in Section 7(a) of this Agreement shall havebecome incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before _________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(a) hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement); or(vii) the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (A) if any of the conditions set forth in Section 7(b) of this Agreement shall have become incapable of fulfillment and shall not have been waived by the Seller, or (B) if the Closing shall not have occurred on or before _________,_________,_________(M,D,Y), by reason of the failure of any condition precedent under Section 7(b) hereof, unless the failure results primarily from the Seller itself breaching any representation, warranty, or covenant contained in this Agreement.EFFECT OF THE AMENDMENT.All references to the Asset Purchase Agreement or any related document shall mean the Asset Purchase Agreement as amended by this Amendment. Except as specifically amended above, the AssetPurchase Agreement shall remain in full force and effect in the original form agreed by the Parties, and is hereby ratified and confirmed.DESCRIPTIVE HEADINGS.The descriptive headings of this Amendment are inserted for convenience only and do not constitute a part of this Amendment.GOVERNING LAW.This Amendment shall be governed by and construed and enforced in accordance with the domestic laws of the State of California.COUNTERPARTS.This Amendment may be executed and delivered in counterparts, each of which shall constitute an original, and all of which together shall constitute one Amendment. A facsimile,telecopy or other reproduction of this Amendment may be executed by either Party, and an executed copy of this Amendment may be delivered by either Party by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such Party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.The parties have caused this Amendment No. 2 to Asset Purchase Agreement to be executed by their duly authorized officers as of the day and year first written above.BBB CORPORATION AAA, INC.By:_________ By:_________Name:_________ Name:_________Title:_________ Title:_________。

资产购买协议

《资产购买协议》本《资产购买协议》（以下简称“本协议”）由以下各方签署：甲方（出售方）：（公司名称）（以下简称“甲方”）（公司地址）法定代表人：联系电话：传真号码：电子邮箱：乙方（购买方）：（公司名称）（以下简称“乙方”）（公司地址）法定代表人：联系电话：传真号码：电子邮箱：鉴于：1.甲方拥有一定资产（以下简称“资产”），并欲将其转让给乙方；2.乙方有意购买甲方所拥有的资产，并愿意按照本协议的规定支付相应的购买价款；3.双方经友好协商，达成本协议的约定事项。

为此，双方依据《中华人民共和国合同法》等法律法规的规定，经友好协商，达成如下协议：第一条转让资产的约定1.1 甲方同意将其所拥有的资产（以下简称“转让资产”）转让给乙方。

1.2 转让资产的具体内容、数量、价值、状况及权属证明等详见附件1。

1.3 甲方应保证转让资产的真实性、合法性、完整性及权属，并承担由此所引发的一切法律责任。

1.4 转让资产的权属转移自交付时起，乙方享有相应的所有权和使用权。

第二条价款及支付方式2.1 转让资产的价款为人民币（以下简称“元”）（具体金额详见附件1），乙方应在本协议签署后（或双方协商确认的其他时间）10个工作日内将价款支付至甲方指定的账户。

2.2 如乙方未按本协议约定的时间和方式支付价款，甲方有权解除本协议，且乙方应承担由此造成的一切法律责任。

第三条资产交付及验收3.1 甲方应在收到价款后将转让资产交付给乙方，乙方应当在收到转让资产后进行验收。

3.2 转让资产应当符合本协议第一条的约定，且不存在任何质量问题、技术瑕疵和知识产权等纠纷。

3.3 如乙方在验收过程中发现转让资产不符合本协议约定的要求，应立即通知甲方，并在3个工作日内提出书面的具体不符合要求的情况和处理建议。

3.4 如乙方在3个工作日内未提出书面的具体不符合要求的情况和处理建议，视为乙方已经认可转让资产符合本协议约定的要求。

第四条知识产权保证4.1 甲方应保证其所拥有的资产中涉及的知识产权均合法、有效、未受到侵犯，且未侵犯他人的知识产权。

资产购买协议

资产购买协议本协议（以下简称“协议”）由以下双方签署：买方（以下简称“买方”）和卖方（以下简称“卖方”）。

本协议涉及买方购买卖方的资产，具体细节如下：一、定义1.1 “资产”是指卖方所有或控制的财产和资产，包括但不限于现金、证券、债权、房产、机器设备、知识产权、商标、专利、商业秘密、客户名单、供应商名单、库存、以及其他权益或财产。

1.2 “交易完成日期”是指双方完成资产转移的日期。

二、出售资产2.1 卖方同意将其拥有或控制的全部资产出售给买方。

本协议所提到的“资产”包括卖方的全部资产，无论这些资产是否在卖方的财务报表中列出。

2.2 买方同意购买卖方全部资产，并支付合理的价格，该价格在本协议附件A中列出。

2.3 卖方同意向买方提供清晰、完整、准确的资产清单和相关文件，包括但不限于资产转让文件、财务报表、审计报告、专利文件和商业保险文件等。

2.4 卖方同意保证其在本协议中提供的资产清单和相关文件准确无误，并且保证其在本协议中提供的资产合法所有权和控制权。

2.5 在交易完成日期前，卖方应确保其所有权和控制权不受任何第三方权利、抵押权、负债或其他限制的影响。

三、交易价格3.1 买方同意向卖方支付本协议附件A所列出的价格。

3.2 本协议中的价格是基于资产清单和相关文件的价值评估确定的。

3.3 如果在交易完成日期之前，资产的价值评估出现了重大变化，买方和卖方应当重新协商确定价格。

四、保证和承诺4.1 卖方保证在交易完成日期前，将所有资产的所有权和控制权转移给买方，而且不会对买方有任何限制或妨碍。

4.2 卖方保证其所提供的资产清单和相关文件的准确性和完整性，并保证资产在交易完成日期之前没有被抵押或负债等限制。

4.3 卖方保证其所提供的资产不侵犯任何第三方的知识产权或其他权利，并且不存在任何争议或纠纷。

4.4 卖方保证其所提供的资产是有效的，并且没有被第三方撤销、终止或撤销。

4.5 卖方同意协助买方完成资产的过户程序，并在需要时向买方提供必要的协助和信息。

AssetPurchaseAgreement资产购买协定_1110.doc

AssetPurchaseAgreement资产购买协定_1110.docAsset Purchase Agreement资产购买合同-Each of the Sellers, jointly and severally, hereby represents, covenants and warrants to Acquiror as follows:3.01. Corporate Organization, Etc. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of its respective state of incorporation, and has full corporate power and authority, directly or indirectly, to own the Sale Assets it now owns; and the Company is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions listed in Section 3.01 of the Company Disclosure Schedule, which are all the jurisdictions in which direct or indirect ownership of the Sale Assets or conduct of the Container Operations requires such qualification or, if it is not so qualified in any such jurisdiction, it can become so qualified in such jurisdiction without any material adverse effect upon the Sale Assets or Container Operations.3.02. Authorization, Etc. Each of the Sellers has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Each of the Company and MNC will have taken all corporate action (including any necessary vote of its board of directors or stockholders) required by law, its charterdocuments, by-laws or otherwise to be taken by it to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement is a valid and binding agreement of each of the Sellers enforceable in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency,reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. No other corporate action by Sellers is necessary to consummate the transactions contemplated hereby and any other substantially contemporaneous transactions involving the sale of assets when considered in the aggregate. Each of the MNC Subsidiaries has full corporate power and authority to enter into the Assignment and Assumption of Container Leases and to carry out the transactions contemplated thereby. Each of the MNC Subsidiaries has taken all action required by law, its charter documents and Bylaws or otherwise (including any Board of Director or shareholder action) to authorize the execution and delivery by such MNC Subsidiaries of the Assignment and Assumption of Container Leases and the consummation of the transactions contemplated thereby. The Assignment and Assumption of Container Leases, when executed and delivered by the MNC Subsidiaries, will be the valid and binding agreement of the MNC Subsidiaries, enforceable in accordance with its terms except that (i)。

资产购买协议

资产购买协议
一、甲方为购买方，乙方为出售方，双方经友好协商，就甲方购买乙方所持有的特定资产达成如下协议：
二、资产描述。

1. 乙方拥有的资产包括但不限于，（列举具体资产）。

2. 资产的具体描述、数量、质量、状况等详细信息如下，（详细描述）。

三、交易价格。

1. 甲方同意以（具体金额）的价格购买上述资产；
2. 交易价格已经在双方友好协商的基础上确定，甲方同意按照约定时间和方式支付交易款项。

四、交付时间和方式。

1. 双方约定，乙方应在协议签订后的（具体时间）内将资产交付给甲方；
2. 交付方式为（具体方式），双方应在交付时确认资产的完好性和数量。

五、所有权转移。

1. 一旦交付完成，资产的所有权自动转移至甲方名下；
2. 乙方应协助甲方完成所有权转移手续，包括但不限于提供相关文件、签署转让文件等。

六、风险和责任。

1. 自资产交付之日起，资产的风险由甲方承担；
2. 乙方应保证资产的合法所有权，并对因资产产生的任何纠纷承担相应的法律
责任。

七、违约责任。

1. 若一方未能履行本协议规定的义务，应承担违约责任；
2. 违约方应赔偿对方因违约所造成的损失，包括但不限于直接损失、间接损失、律师费用等。

八、争议解决。

1. 双方在履行本协议过程中发生争议，应友好协商解决；
2. 若协商无果，应提交至有管辖权的人民法院解决。

九、协议生效。

1. 本协议自双方签字盖章之日起生效；
2. 本协议一式两份，双方各持一份，具有同等法律效力。

以上为资产购买协议的具体内容，甲、乙双方确认无误后，签字盖章生效。

资产购买协议

资产购买协议本协议由以下各方于【日期】签署：甲方：【卖方名称】（以下简称"甲方"）地址：【卖方地址】电话：【卖方电话】法定代表人：【卖方法定代表人】注册资本：【卖方注册资本】乙方：【买方名称】（以下简称"乙方"）地址：【买方地址】电话：【买方电话】法定代表人：【买方法定代表人】注册资本：【买方注册资本】甲乙双方经友好协商，就乙方购买甲方所持有的一部分资产进行协议如下：一、资产描述甲方同意向乙方出售以下资产（以下简称"目标资产"）:1. 【资产1的名称及相关信息】2. 【资产2的名称及相关信息】3. 【资产3的名称及相关信息】（以下统称"目标资产"）二、购买价格1. 乙方同意以【付款方式】的方式购买目标资产。

乙方应在【付款期限】内支付总计【购买总价】的购买款项给甲方。

购买款项应以如下方式支付：【详细付款方式】2. 甲方同意乙方依据购买价格支付全部货款后，向乙方交付目标资产权利证书以及其他相关文件。

三、担保与保证1. 甲方保证其是目标资产的合法所有权人，并未以任何形式将目标资产质押、出售或转让给任何其他第三方。

甲方承诺目标资产不存在任何形式的债权、抵押等纠纷。

2. 甲方保证目标资产的真实性和完整性，并对目标资产的质量、规格、性能、效果等提供明确承诺。

3. 乙方确认并同意，目标资产在交付之前将不会产生任何抵押、负债或者诉讼纠纷，也不违反任何与目标资产相关的法律、法规或者合同约定。

四、违约责任1. 若甲方未能按照本协议约定的时间和方式履行交付目标资产义务，甲方应向乙方支付违约金，违约金的金额为购买总价的【违约金比例】。

2. 若乙方未能按照本协议约定的时间和方式支付购买款项，乙方应向甲方支付违约金，违约金的金额为购买款项的【违约金比例】。

五、争议解决本协议在履行中如发生任何争议或纠纷，双方应通过友好协商方式解决。

若协商不成，任何一方均有权向【争议解决机构】申请仲裁或提起诉讼。

资产购买协议

资产购买协议本协议（以下简称“协议”）由以下各方于（填写日期）签署：甲方：（填写甲方名称）地址：（填写甲方地址）法定代表人：（填写甲方法定代表人姓名）电话：（填写甲方联系电话）传真：（填写甲方传真号码）乙方：（填写乙方名称）地址：（填写乙方地址）法定代表人：（填写乙方法定代表人姓名）电话：（填写乙方联系电话）传真：（填写乙方传真号码）甲方和乙方以下统称为“双方”，各自称为“一方”。

鉴于：1. 甲方拥有特定资产（以下简称“资产”）的所有权，并希望将该资产出售；2. 乙方希望购买该资产。

基于上述情况，双方经友好协商达成如下协议：第一条资产描述1.1 甲方同意将以下资产出售给乙方：（在此描述资产的具体内容，包括但不限于资产名称、数量、规格、质量等信息）1.2 乙方同意购买上述资产，并承担相应的所有权和责任。

第二条资产交付2.1 甲方应在本协议签署之日起（填写时间）内将资产交付给乙方。

2.2 资产的交付方式为（填写具体交付方式，如送达、快递等）。

2.3 资产交付后，乙方应对资产进行验收，并在（填写时间）内向甲方提出任何合理的质量异议。

第三条交易价格3.1 乙方同意以（填写货币单位）（填写金额）的价格购买上述资产。

3.2 乙方应在本协议签署之日起（填写时间）内支付全部购买款项给甲方。

3.3 购买款项应以（填写支付方式，如银行转账、现金等）方式支付给甲方指定的账户。

第四条保密条款4.1 双方同意对本协议及与本协议相关的一切商业、技术和财务信息保密。

4.2 未经对方书面同意，任何一方不得向第三方透露本协议的内容。

第五条违约责任5.1 若一方未能履行本协议项下的任何义务，应向对方支付违约金，违约金金额为（填写金额）。

5.2 除非出现不可抗力或法律法规规定的情况，任何一方不得擅自解除本协议。

第六条争议解决6.1 本协议的解释、履行和争议解决均适用（填写适用的法律法规）。

6.2 双方在履行本协议过程中如发生争议，应通过友好协商解决；协商不成的，任何一方可向（填写仲裁机构或法院名称）提起诉讼或仲裁。

资产购买协议书

资产购买协议书本协议书由以下各方于日期签署：甲方：（购买方的名称）地址：（购买方的地址）乙方：（出售方的名称）地址：（出售方的地址）鉴于：1. 甲方希望购买乙方所拥有的特定资产（以下简称“资产”）；2. 乙方同意将该资产出售给甲方。

基于上述情况，双方达成如下协议：第一条资产描述1.1 乙方同意出售并甲方同意购买的资产包括但不限于以下内容：（描述具体资产及其数量、规格等信息）1.2 资产交付方式和地点：（描述资产的交付方式和地点）第二条交付日期和期限2.1 乙方应在本协议生效之日起（或指定日期）的（指定期限内）将资产交付给甲方。

2.2 如果乙方未能按时交付资产，甲方有权要求乙方支付违约金，并有权解除本协议并要求赔偿其由此遭受的损失。

第三条财务安排3.1 甲方应按照以下方式支付资产购买价款：（描述具体支付方式及时间安排）3.2 所有与资产购买相关的税费，包括但不限于增值税、转让税等，由乙方自行承担。

第四条资产的权属保证4.1 乙方保证其为资产的合法所有人，并不存在任何第三方对资产的所有权主张、质押或抵押。

4.2 如因前述权属纠纷导致第三方提起诉讼、索赔或其他法律程序，乙方应承担全部责任，并赔偿甲方由此遭受的一切损失。

第五条资产的质量保证5.1 乙方保证所出售的资产符合相关的法律法规，并保证其在合理使用和操作条件下，具备正常运行的功能和质量。

5.2 对于乙方因自身原因隐瞒或掩盖资产瑕疵而导致甲方遭受的一切损失，乙方应负全部责任，并赔偿甲方损失。

第六条保密责任6.1 双方同意在本协议中约定的任何信息不得向任何第三方披露，除非获得对方书面同意或根据法律法规的要求。

6.2 本条款的保密责任无论本协议是否终止均有效。

第七条适用法律和管辖7.1 本协议的订立、解释和执行均适用乙方所在地的法律。

7.2 本协议的任何纠纷最终应提交到乙方所在地的人民法院解决。

第八条其他事项（在这一部分可以对特殊事项进行补充和约定。

）本协议一式两份，双方各持一份。

资产购买协议书

资产购买协议书甲方：[购买方名称]地址：[购买方地址]乙方：[出售方名称]地址：[出售方地址]鉴于甲方拟向乙方购买以下资产，并经双方协商一致，达成以下协议：一、购买资产的基本信息1. 资产名称：[资产名称]2. 资产描述：[资产描述]3. 数量：[购买数量]4. 规格型号：[规格型号]5. 价格：[购买单价]6. 资产总价值：[购买数量 ×购买单价]二、交付方式与时间1. 资产交付地点：[资产交付地点]2. 资产交付时间：[资产交付时间]3. 资产交付方式：[资产交付方式]三、资金支付1. 资产购买款项：[资产总价值]2. 支付方式：[支付方式]3. 支付时间：[支付时间]4. 收款方：[收款方]5. 收款账户：[收款账户]四、资产保证1. 出售方声明并保证拥有合法权益，有权出售上述资产。

2. 出售方保证所出售的资产在交付时符合约定规格，并无损坏或瑕疵。

3. 如果在规定时间内发现资产存在损坏或瑕疵，乙方有权要求退还购买款项或要求甲方提供修复、更换等补救措施。

五、违约责任1. 如一方未履行本协议约定的义务，应向对方支付违约金，违约金数额为购买资产总价值的百分之[XX]。

2. 如违约方未支付约定的违约金，守约方有权要求违约方支付实际损失。

六、争议解决1. 本协议的订立、效力、解释、履行均适用中华人民共和国法律。

2. 出现争议，双方应友好协商解决；若协商不成，任何一方均可将争议提交有管辖权的人民法院解决。

七、其他条款1. 本协议一式两份，甲方和乙方各执一份，具有同等法律效力。

2. 除非经双方协商一致，本协议不得随意修改、解释或解除合同。

3. 对本协议未尽事宜，双方可另行书面协商补充。

甲方：乙方：签名：签名：日期：日期：。

资产购买协议

资产购买协议协议编号：XXXXX鉴于，甲方为出售其所持有的特定资产拥有合法权益，乙方希望购买该特定资产；为明确双方的权益和义务，甲、乙双方达成如下协议。

一、资产描述1.1 甲方同意出售以下特定资产给乙方（以下简称“所购资产”）:- 资产名称：[详细描述所购资产名称]- 规格型号：[详细描述所购资产的规格型号]- 数量：[详细描述所购资产的数量]- 售价：[详细描述所购资产的价格]- 其他：[如有其他与所购资产相关的信息]1.2 甲方保证其对所购资产拥有完全的合法权益，并无任何第三方提出异议或权益主张。

二、购买条款2.1 乙方同意购买所购资产，并且同意按照协议约定的价格支付给甲方。

2.2 支付方式：- 本协议签署之日起三个工作日内，乙方支付给甲方作为订金的金额，金额为所购资产总价的10%。

- 乙方在收到甲方交付的所购资产时，需支付给甲方作为尾款的金额，金额为所购资产总价的剩余部分。

- 甲方收到尾款后，将协助办理所有过户手续。

三、风险和保证3.1 乙方在签署本协议并支付订金后，即享有所购资产的所有权益及使用权。

乙方须自行承担所购资产的所有风险，包括但不限于损失、损毁和贬值。

3.2 甲方保证所购资产是合法的、完整的，并且不存在任何未披露的问题、瑕疵或纠纷。

如有违反，甲方将承担相应的法律责任。

四、适用法律与争议解决4.1 本协议适用于中华人民共和国的法律。

4.2 双方因履行本协议发生争议时，应通过友好协商解决。

如协商不成，任一方可向有管辖权的人民法院提起诉讼。

五、协议生效和终止5.1 本协议自双方签字盖章之日起生效，在履行完毕后生效。

5.2 本协议终止后，双方的权利和义务也随之终止，但与本协议有关的保密义务和争议解决条款应继续有效。

六、其他6.1 本协议的任何修改、补充和变更应以书面形式确认，并由双方签字盖章方为有效。

6.2 本协议一式两份，甲乙双方各持一份，具有同等法律效力。

甲方（卖方）签字盖章：________________ 日期：________________乙方（买方）签字盖章：________________ 日期：________________。

资产购买协议

资产购买协议本协议（以下简称“协议”）由下列双方（以下统称为“各方”或“双方”）于日期（下称“生效日期”）签署：甲方：[甲方全称]地址：[甲方地址]联系人：[甲方联系人]电话：[甲方电话]电子邮件：[甲方电子邮件]乙方：[乙方全称]地址：[乙方地址]联系人：[乙方联系人]电话：[乙方电话]电子邮件：[乙方电子邮件]以下列出的资产（以下称为“资产”）将在本协议下进行买卖交易：1.资产描述：（在此处提供详细的资产描述，包括但不限于资产的名称、数量、型号、规格、状况等信息）2.交易总价：（在此处明确规定乙方购买资产的总价款，以及支付方式和分期付款计划（如果有））3.交付时间和地点：（在此处规定资产的交付时间和交付地点，包括具体的日期、时间和地址）4.资产所有权转移：4.1 甲方声明并保证，甲方是资产的合法所有人，并且有权将资产的所有权转移给乙方。

4.2 甲方将在收到乙方支付的全部款项后，将资产的所有权转移给乙方。

4.3 资产的所有权转移将在以下方式进行：（在此处描述具体的所有权转移方式）5.资产的状况和保修：5.1 甲方保证资产在交付时处于良好的工作状态，并符合适用的法律和标准。

5.2 甲方提供以下保修：（在此处规定保修期限和保修范围）5.3 除非另有约定，甲方不对资产的任何损坏、故障或维修负责，一切维修费用由乙方承担。

6.资产的验收：6.1 乙方有权在接收资产后合理时间内对资产进行验收，以确认资产的数量和状况是否符合协议规定。

6.2 如果乙方在合理时间内未提出任何异议，将视为乙方已接受资产。

7.违约责任：7.1 如果任何一方违反了本协议的规定，使得对方受到损害，违约方应承担相应的违约责任。

7.2 违约方应赔偿对方因违约而遭受的一切损失，包括但不限于合同损失、诉讼费用和律师费用等。

8.争议解决：本协议的解释和执行均适用于相关的法律法规。

如发生任何争议，双方应通过友好协商解决。

如协商不成，应提交至有管辖权的法院进行解决。

资产购买协议

资产购买协议协议书甲方：（出售方的名称和详细信息）乙方：（购买方的名称和详细信息）鉴于甲方拥有特定的资产，并且乙方希望购买该资产，双方同意通过签订本资产购买协议（以下简称"本协议"）来规定相关权利和义务。

本协议内容如下：第一条买卖资产的描述1.1 甲方同意将下列资产（以下简称"资产"）出售给乙方：（详细描述资产，包括但不限于资产的种类、数量、质量等相关信息）第二条价格和付款方式2.1 乙方同意向甲方支付以下总金额作为购买资产的价格：（注明总金额，同时可以注明有关款项的具体细节，如分期付款方式、支付日期等）第三条资产交付和所有权转移3.1 甲方同意在接受乙方付款之后，将资产交付给乙方。

3.2 甲方确认，乙方收到资产并付款后，乙方将享有该资产的所有权，并有权使用、处置和转让该资产。

4.1 甲方保证拥有出售资产的合法权益，并不存在任何第三方对该资产的所有权主张或纠纷。

4.2 甲方保证资产在交付时的质量、性能和状态符合协议约定和相关法律法规的要求。

4.3 甲方保证向乙方提供的所有资产信息和文件真实、完整、准确，不存在虚假陈述或隐瞒重要信息的行为。

第五条违约责任5.1 任何一方未能履行本协议项下的义务，则应承担违约责任，并赔偿对方因此产生的所有损失。

5.2 如发生争议，双方应本着友好协商的原则解决。

协商不成的，应提交相关争议给有管辖权的法院处理。

第六条通知方式6.1 双方协议将通过以下方式进行通知：（注明通知方式，如书面信函、电子邮件、传真等）第七条生效与终止7.1 本协议自甲方和乙方在协议上签字并加盖公章之日起生效。

7.2 本协议的任何变更和补充应以书面形式，并经双方签字确认后方可生效。

8.1 本协议未尽事宜，双方可另行签署补充协议。

补充协议与本协议具有同等法律效力。

8.2 本协议一式两份，甲方和乙方各执一份，具有同等法律效力。

甲方（签名）：___________________日期：______________________乙方（签名）：___________________日期：______________________（以下为附录，列出买卖双方的详细信息和证明文件）。

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Asset Purchase Agreement资产购买合同-Each of the Sellers, jointly and severally, hereby represents, covenants and warrants to Acquiror as follows:3.01. Corporate Organization, Etc. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of its respective state of incorporation, and has full corporate power and authority, directly or indirectly, to own the Sale Assets it now owns; and the Company is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions listed in Section 3.01 of the Company Disclosure Schedule, which are all the jurisdictions in which direct or indirect ownership of the Sale Assets or conduct of the Container Operations requires such qualification or, if it is not so qualified in any such jurisdiction, it can become so qualified in such jurisdiction without any material adverse effect upon the Sale Assets or Container Operations.3.02. Authorization, Etc. Each of the Sellers has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. Each of the Company and MNC will have taken all corporate action (including any necessary vote of its board of directors or stockholders) required by law, its charterdocuments, by-laws or otherwise to be taken by it to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement is a valid and binding agreement of each of the Sellers enforceable in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. No other corporate action by Sellers is necessary to consummate the transactions contemplated hereby and any other substantially contemporaneous transactions involving the sale of assets when considered in the aggregate. Each of the MNC Subsidiaries has full corporate power and authority to enter into the Assignment and Assumption of Container Leases and to carry out the transactions contemplated thereby. Each of the MNC Subsidiaries has taken all action required by law, its charter documents and Bylaws or otherwise (including any Board of Director or shareholder action) to authorize the execution and delivery by such MNC Subsidiaries of the Assignment and Assumption of Container Leases and the consummation of the transactions contemplated thereby. The Assignment and Assumption of Container Leases, when executed and delivered by the MNC Subsidiaries, will be the valid and binding agreement of the MNC Subsidiaries, enforceable in accordance with its terms except that (i)such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.3.03. No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the charter or by-laws of any of the Sellers, any subsidiary of the Company or any MNC Subsidiary, or, except as specified in Section 3.03 of the Company Disclosure Schedule, violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien or other encumbrance upon any of the Sale Assets under, any material agreement or commitment to which any of the Sellers, any subsidiary of the Company or any MNC Subsidiary is a party or by which any of the Sellers, any subsidiary of the Company or any MNC Subsidiary is bound, or to which any of the Sale Assets is subject, or violate in any material respect any statute or law or violate any judgment, decree, order, regulation or rule of any court or governmental authority.3.04. Financial Statements. The Company has delivered to Acquiror (a) the audited consolidated balance sheets of the Company and its subsidiaries as of _________,_________,_________(M/D/Y) and 1993, and the related consolidated statements of income, stockholder’s equity, and consolidated statements of cash flows for the two years ended _________,_________,_________(M/D/Y), certified in each case by EEE LLP, independent certified accountants, (the Audited Financial Statements ) and (b) the unaudited consolidated balance sheet of the Company and its subsidiaries at _________,_________,_________(M/D/Y), and the related unaudited consolidated statements of income and cash flows for the three-month period then ended. The financial information referred to in clause (a) and clause (b) of this Section 3.04 are collectively referred to in this Agreement as the Financial Statements . The Financial Statements (including the notes thereto) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis through-out the periods covered thereby, and present fairly the financial condition of the Company and its subsidiaries as of such dates and the results of operations of the Company and its subsidiaries for the periods specified therein; provided, however, that the Financial Statements for the three-month period ended _________,_________,_________(M/D/Y) are subject to normal year-end adjustments (which will not be material individually or inthe aggregate) and lack footnotes and other presentation items.3.05. Interim Operations. Except as reflected on the Financial Statement for the period ended _________,_________,_________(M/D/Y), since _________,_________,_________(M/D/Y), the Container Operations have been conducted only in the ordinary and usual course of business consistent with past practice and there has not been any material adverse change in the financial condition of the Container Operations or the financial condition or results of operations or business of the Company, other than adverse changes, if any, that resulted solely from the announcement of the transactions contemplated by this Agreement. Since _________,_________,_________(M/D/Y), the Sale Assets have not been materially affected in any way as a result of flood, fire, explosion or other casualty (whether or not covered by insurance) or by any customer or supplier default. Except as set forth in Section 3.05 of the Company Disclosure Schedule, the Sellers are not aware of any circumstances that, prior to the Closing, have resulted, or would reasonably be expected to result in, a material adverse change in the Container Operations. Without limiting the generality of the foregoing, except as set forth on Section 3.05 of the Company Disclosure Schedule, disclosed pursuant to Section 3.17, or as set forth below, since _________,_________,_________(M/D/Y):(i) none of the Company and its subsidiaries has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in the ordinary course of business;(ii) none of the Company and its subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $ _________ or outside the ordinary course of business;(iii) no party (including any of the Company and its subsidiaries) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $ _________ to which any of the Company and its subsidiaries is a party or by which any of them is bound, except for terminations of contracts in accordance with their terms or as contemplated by this Agreement and modifications of agreements in the ordinary course of business, none of which (individually or in the aggregate) is materially adverse to the Company or the Container Operations;(iv) none of the Company and its subsidiaries has delayed or postponed the payment of accounts payable and other liabilities, ineither case totaling in excess of $ _________ outside the ordinary course of business;(v) none of the Company and its subsidiaries has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) other than in the ordinary course of business consistent with past practices;(vi) none of the Company and its subsidiaries has experienced any damage, destruction or loss (whether or not covered by insurance) to its property other than damage, destruction or loss incurred the ordinary course of business;(vii) none of the Company and its subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement, except for employment arrangements entered into in the ordinary course of business that are terminable at will by the Company without penalty;(viii) none of the Company and its subsidiaries has granted any increase in the base compensation of any of its officers or employees,or adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its officers or employees, or any other change in employment terms for any of its officers and employees;(ix) Since _________,_________,_________(M/D/Y), none of the Company and its Subsidiaries has granted any options to purchase Containers; and(x) none of the Company and its subsidiaries has committed to any of the foregoing.3.06. Title to Properties; Encumbrances. MNC has or will have as of the Closing Date, good, valid and marketable title to the capital stock of the Foreign Subsidiaries shown as owned by MNC on Exhibit A. The Company and/or its Subsidiaries and/or the MNC Subsidiaries, have, or will have as of the Closing Date, good, valid and marketable title to, or a valid leasehold interest in, all the Sale Assets and except as set forth in Section 3.06 of the Company Disclosure Schedule, all Sale Assets are free and clear of all title defects, liens, claims, charges, security interests, restrictions on transfer, or any other encumbrances of any nature whatsoeverincluding, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, except for Permitted Liens. Neither the Company nor any Subsidiary thereof owns, or has ever owned, any real property. Each of the Containers has been validly issued all cargo container prototype test certificates and cargo container production certificates. The representations and warranties in this Section 3.06 shall not be deemed to cover any matters relating to Software, Software Agreements or Intellectual Property Rights, which are the subject of Section 3.24.3.07. Contracts and Leases. Section 3.07 of the Company Disclosure Schedule contains an accurate and complete listing of all contracts, leases, agreements or understandings, whether written or oral, providing for payments or involving the provision of consideration in excess of $ _________ (collectively, the Commitments ) to which the Company, or any Subsidiary of the Company, is a party which relate to or affect the Sale Assets or by which any of the Sale Assets or any purchaser thereof may be bound or which are included in the Assumed Liabilities. Except as set forth in Section 3.07 of the Company Disclosure Schedule, each Commitment is valid, binding and enforceable in accordance with its terms in all material respects, except that (A) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, equity of redemption or other similar laws now or hereafter in effectrelating to creditors’ rights generally, and (B) general principles of equity, regardless of whether applied in proceedings in equity or at law; and that each Commitment is in full force and effect; there are no existing material defaults by the Company, any Subsidiary of the Company or any MNC Subsidiary, thereunder; and no event of default has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default by the Company, or any Subsidiary of the Company or any MNC Subsidiary, thereunder. Prior to the Closing, Sellers will have delivered to Acquiror true and complete original or copies of, or true and complete descriptions of, all Commitments. Except as set forth in Section 3.07 of the Company Disclosure Schedule, no event has occurred under any tax indemnity agreement included in the Sale Assets and/or Assumed Liabilities to which the Company or any MNC Subsidiary is a party relating to the Container Operations (including the Container Leases) which would cause the Company, any Subsidiary of the Company or any MNC Subsidiary to incur liability under any such agreement. The representations and warranties in this Section 3.07 shall not be deemed to cover any matters relating to Software, Software Agreements or Intellectual Property Rights, which are the subject of Section 3.24.3.08. Litigation. Except as set forth in Section 3.08 of the Company Disclosure Schedule, there is no material action, suit,inquiry, proceeding or investigation by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the knowledge of the Sellers, threatened against any of the Sellers, any Subsidiary of the Company or any MNC Subsidiary, which relates to the Sale Assets or Container Operations, or which questions or challenges the validity of this Agreement or any action taken or to be taken by any of the Sellers or any MNC Subsidiary pursuant to this Agreement or in connection with the transactions contemplated hereby. None of the Sellers, nor any Subsidiary of the Company nor any MNC Subsidiary, is subject to any judgment, order or decree entered in any lawsuit or proceeding which may have a material adverse effect on the Sale Assets or the Container Operations.3.09. Consents and Approvals of Governmental Authorities. Except for requirements of the HSR Act and any consents, approvals or authorizations required to be obtained by the Acquiror solely as a result of the Acquiror’s participation in this transaction, or as set forth in Section 3.09 of the Company Disclosure Schedule, no consent,approval or authorization of any United States, or to the knowledge of the Sellers, foreign, governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by the Sellers or the consummation of the transactions by them contemplated hereby. Sellers have made all filings which are required under the HSR Act.3.10. Consents. Except as set forth in Section 3.10 of the Company Disclosure Schedule, no consent of any person which has not been obtained (other than any consents to the assignment of Commitments which are not Designated Commitments) is necessary to the consummation of the transactions by the Sellers and the MNC Subsidiaries contemplated hereby, including, without limitation, consents from parties to loans, contracts, leases or other agreements. The representations and warranties in this Section 3.10 shall not be deemed to cover any matters relating to Software, Software Agreements or Intellectual Property Rights, which are the subject of Section 3.24.3.11. Compliance with Law. Except as set forth in Section 3.11 of the Company Disclosure Schedule, the Container Operations have been conducted in all material respects in accordance with all applicable material laws, regulations and other requirements of all United States (or to the knowledge of the Sellers, foreign) governmental authorities, and of all states, munici- palities and other political subdivisions and agencies thereof, having jurisdiction over any of the Sellers and any Subsidiary of the Company, or Sale Assets, including, without limitation, all such laws, regulations and require- ments relating to antitrust, consumer protection,currency exchange, equal opportunity, health, occupational safety, pension, securitiesand trading-with- the-enemy matters, except, in each case, such incidents of non-compliance that individually or in the aggregate, would not have a material adverse effect on the Container Operations or would give rise to any liability on the part of the Acquiror. None of the Company, nor any Subsidiary of the Company, has received any notification of any asserted present or past failure by the Company, or any Subsidiary of the Company, to comply with such laws, rules or regulations, except, in each case, such incidents of non-compliance that individually or in the aggregate, would not have a material adverse effect on the Container Operations or would give rise to any liability on the part of Acquiror. Without limiting the foregoing, to the knowledge of the Sellers, the Containers have been manufactured, maintained, repaired and operated and are marked in accordance with prevailing industry standards in all material respects. The representations and warranties contained in this Section 3.11 shall not be deemed to cover any matters relating to Environmental Laws or Taxes, which are the subject of Sections 3.16 and 3.19, respectively.3.12. Good Title Conveyed. The Company and MNC have complete and unrestricted power and the unqualified right to sell, assign, transfer and deliver to Acquiror, and upon consummation of the transactions contemplated by this Agreement, Acquiror will acquire, good, valid and marketable title to, or valid leasehold interests in, the Sale Assets, free and clear of all mortgages, pledges,liens, security interests, encumbrances or charges of any kind, except for Permitted Liens and those listed in Section 3.06 of the Company Disclosure Schedule or as contemplated by Section 3.06 and except that all of Sellers’ representations to the Acquiror in this Agreement regarding title to the capital stock of the Foreign Subsidiaries and the legal requirements of any non-United States jurisdiction applicable to the assignment to the Acquiror of the capital stock of the Foreign Subsidiaries and/or the effect of non-compliance with such laws, is to the knowledge of the Sellers. The Bill of Sale and the deeds, endorsements, assignments, other agreements and other instruments to be executed and delivered to Acquiror by the Sellers at the Closing will be valid and binding obligations of the Sellers enforceable in accordance with their terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (iii) except that all of Sellers’ representations to the Acquiror in this Agree ment regarding the validity, binding nature or enforceability of any such documents of assignment to Acquiror of the capital stock of the Foreign Subsidiaries, or the legal requirements of any non-United States jurisdiction applicable to the assignment to the Acquiror of the capital stock of the Foreign Subsidiaries and/or the effect of non-compliance with such laws, is to the knowledge of the Sellers.The representations and warranties in this Section 3.12 shall not be deemed to cover any matters relating to Software, Software Agreements or Intellectual Property Rights, which are the subject of Section 3.24.3.13. Brokers and Finders. Neither the Sellers, nor any of their subsidiaries, nor any of their officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement which could result in any liability being imposed on Acquiror.3.14. Insider Interests. No officer or director of any of the Sellers, or any of their subsidiaries, has any material interest in any property, real or personal, tangible or intangible, including without limitation, inventions, patents, trademarks or trade names, used in or pertaining to the Sale Assets.3.15. Insurance. Section 3.15 of the Company Disclosure Schedule contains an accurate and complete description of all forms of insurance owned or held by the Company with respect to any of the Sale Assets. All such policies are in full force and effect, all premiums with respect thereto covering all periods up to andincluding the Closing Date have been or will be paid, and no notice of cancellation or termination has been received with respect to any such policy.3.16. Environmental Matters, Etc. Except as set forth in Section 3.16 of the Company Disclosure Schedule, the Company and each of its Subsidiaries, and any currently or formerly leased real properties of the Company and its Subsidiaries, is in compliance in all material respects with all United States federal, state, local or, to the knowledge of the Sellers, foreign law, rules, regulations or legal requirements relating to (A) releases or threatened releases of Hazardous Substances; (B) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances; or (C)pollution or protection of the environment or the protection of human health or safety ( Environmental Laws ), and any other applicable United States federal, state, local or, to the knowledge of the Sellers, foreign law, statute, ordinance, code, order, rule, regulation, resolution or promulgation, or any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any governmental authority, or any license, franchise, permit, or similar right granted under any of the foregoing ( Legal Requirements ), relating to environmental, natural resource, or health and safety matters, except such as have not had and will not have a material adverse effect upon the Container Operations, business, assets orfinancial condition of the Company and its subsidiaries considered as a whole, except that the Sellers make no representation herein with respect to the compliance with Environmental Laws or Legal Requirements by any past or present lessee of Containers, depot operator or manufacturer of Containers, including, but not limited to, any issues of compliance arising in connection with any such person’s (a) manufacture of Containers, (b) storage of Containers, (c) transportation of substances in Containers and/or (d) cleaning or repair (or failure to clean or repair) of Containers. Except as set forth in Section 3.16 of the Company Disclosure Schedule, there is no claim, action, cause of action or suit, arbitration, proceeding or, to the knowledge of the Sellers, investigation by or before any governmental authority pending (or to Sellers’ knowledge, threatened) against the Company or any of its Subsidiaries, in respect of (i) noncompliance with any Environmental Laws or any such Legal Requirements, (ii) personal injury, wrongful death, other tortious conduct, or the existence of any nuisance relating to materials, commodities or products held, used, sold, transferred, manufactured, released or disposed of, or (iii) the presence or release or threatened release into the environment of any Hazardous Substance whether or not generated by the Company or any of its subsidiaries or located at or about or emanating from or to a site included in the premises covered by the Property and Office Leases or any of the property heretofore leased, except that the Sellers make no representation herein with respect to the compliance with Environmental Laws or Legal Requirements by any past or presentlessee of Containers, depot operator or manufacturer of Containers, including, but not limited to, any issues of compliance arising in connection with any such person’s (a) manufacture of Containers (b) storage of Containers, (c) transportation of substances in Containers and/or (d) cleaning or repair (or failure to clean or repair) of Containers. To the knowledge of the Sellers, no event has occurred or condition exists or operating practice is being employed in the Container Operations that will give rise to any liability, loss, damage, claims, awards, assessments, amounts paid in settlement, fines and penalties, costs and expenses, on the part of the Acquiror either at the present or at any future time under any Environmental Laws, or otherwise resulting from or relating to the handling, storage, use, transportation or disposal of any Hazardous Substance by or on behalf of the Sellers, or any subsidiary of the Company, or any of their respective predecessors or otherwise in their respective properties, except that the Sellers make no representation herein with respect to the compliance with Environmental Laws or Legal Requirements by any past or present lessee of Containers, depot operator or manufacturer of Containers, including, but not limited to, any issues of compliance arising in connection with any such person’s (a) manufacture of Containers, (b) storage of Containers, (c) transportation of substances in Containers and/or (d) cleaning or repair (or failure to clean or repair) of Containers. Neither the Container Operations, nor any of the Sale Assets, are subject to, or as a result of the transactions contemplated by this Agreement, would be subject to, the requirements of any Environmental Lawswhich require notice or disclosure to any governmental agency, cleanup or approval prior to transfer of such Sale Assets or Container Operations or which would impose liens on such Assets, except that the Sellers make no representation herein with respect to the compliance with Environmental Laws or Legal Requirements by any past or present lessee of Containers, depot operator or manufacturer of Containers, including, but not limited to, any issues of compliance arising in connection with any such person’s (a) manufacture of Containers (b) storage of Containers, (c) transportation of substances in Containers and/or (d) cleaning or repair (or failure to clean or repair) of Containers. Section 3.16 of the Company Disclosure Schedule lists all environmental audits, inspections, assessments, investigations or similar reports in the Company or any Subsidiary of the Company’s possession or of which the Company or any Subsidiary is aware relating to the Container Operations or compliance of the same with applicable Environmental Laws. For purposes of this Section 3.16, the term Hazardous Substance means any chemical substance, including but not limited to any: (i) pollutant, contaminant, chemical, raw material, intermediate, product, by- product, construction debris; (ii) industrial, solid, toxic or hazardous substances, material or waste, (iii) petroleum or any fraction thereof; (iv) asbestos or asbestos-containing material; (v) polychlorinated biphenyls; (vi) chlorofluorocarbons; and, (vii) any other substance, material or waste which is identified or regulated under any Environmental Law.3.17. Employees. The Company has provided to Acquiror (by letter dated the date hereof) an accurate and complete list of all employees employed by the Company and any Subsidiary of the Company in connection with the Container Operations ( Employees ) as of the date hereof setting forth the rate, character and amount of any compensation and benefits then payable to each such Employee, including identification of any changes in such terms since _________,_________,_________(M/D/Y).3.18. Employee Benefits; ERISA. No event has occurred that has resulted, or could reasonably be anticipated to result, in the assertion of any withdrawal liability or related lien under Title IV of ERISA against any Subsidiary or Acquiror.3.19. Taxes. Except as set forth in Section 3.19 of the Company Disclosure Schedule to the knowledge of Seller:(a) Within the applicable time periods therefor (including any valid extensions) each of the Subsidiaries and Branches has timely filed (or there was filed on its behalf) all Tax Returns that were required to be filed. No Subsidiary or Branch is delinquent in the payment of any Taxes of such Subsidiary or Branch (whether or not。