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accepted accounting principles action or proceeding Affiliates Aggrieved Party agree amount Audited Balance Sheet breach Buyer and Guarantor Buyer or Guarantor Buyer Parties certificate claim Closing Date Collateral Agreements Company connection consent consolidated subsidiaries consummation contract Corp counsel course of business court directors Division documents duly employee benefit enforceable Environmental ERISA Escrow executed and delivered filed Financial Statements Foreign Acquisition Agreements GAAP hereto hereunder Indemnifying Party Intellectual Property issued jurisdiction Lease Lewis & Bockius license Liens limited Material Adverse Effect merger obligations operations Opinion Giver ordinary course otherwise permit person prior product line exception products liability properties or assets purchase price pursuant Real Property reasonably relating representations and warranties SCHEDULE SCHEDULE SCHEDULE shareholders shares Standard Seller successor liability Supp surety bond target corporation thereof third party tion transactions contemplated hereby Transferred Employees