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Successor Liability in Asset Acquisitions ___________________________ __
Assets Purchase Agreement Buyer Form ________________________ __
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accepted accounting principles accounting Acquiror Common Stock action or proceeding Afﬁliate Aggrieved Party agree amended amount applicable approval Balance Sheet benefit plan breach Buyer and Guarantor Buyer or Guarantor Buyer Parties Buyout Group capital stock Certiﬁcate claim Closing Date Collateral Agreements Company connection consent consolidated subsidiaries consummation contract counsel course of business court covenants date hereof directors documents duly Environmental equity ERISA Escrow Agent executed and delivered Financial Statements Foreign Acquisition Agreements GAAP Indemnifying Party Intellectual Property issued lease leveraged buyout Lewis & Bockius license lien Material Adverse Effect material respects Merger Sub ofﬁcers operations ordinary course otherwise outstanding parties hereto payment person prior product line exception products liability properties or assets Real Property reasonably relating representations and warranties SCHEDULE SCHEDULE SCHEDULE Shareholders shares of Acquiror Standard Seller Stock Option Taxes tennination thereof tion transactions contemplated hereby Transferred Employees