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ARTICLE 1:

DEFINITIONS

1

ARTICLE 2:

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

10

2.1

Purchase and Sale of Assets

10

2.2

Excluded Assets

11

2.3

Assumption of Liabilities

12

2.4

Excluded Liabilities

12

2.5

Purchase Price

12

2.6

Earnout

12

2.7

Post-Earnout Bookings

16

2.8

  Default

17

2.9

Working Capital Adjustment

17

2.10

Allocation of Consideration

18

ARTICLE 3:

DELIVERIES AND OTHER ACTIONS

19

3.1

Closing

19

3.2

Deliveries by Seller Group

19

3.3

Deliveries by Buyer

20

ARTICLE 4:

REPRESENTATIONS AND WARRANTIES OF SELLER GROUP

20

4.1

Organization; Standing; Corporate Power

20

4.2

Capacity; Authority; Enforceability

21

4.3

Conflicts; Consents

21

4.4

Compliance with Applicable Laws; Litigation

21

4.5

Employee Benefit Plans

22

4.6

Taxes

23

4.7

Environmental Matters

23

4.8

Property

24

4.9

Intellectual Property

25

4.10

Labor Agreements and Employee Issues

26

4.11

Contracts

26

4.12

Insurance

26

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4.13

Conduct of Business

27

4.14

Permits

28

4.15

Financial Statements

28

4.16

Undisclosed Liabilities; Indebtedness

29

4.17

Inventories

29

4.18

Product Liability and Warranty

29

4.19

Customers and Suppliers

30

4.20

Related Party Transactions

30

4.21

Brokers

30

4.22

Government Contracts

31

ARTICLE 5:

REPRESENTATIONS AND WARRANTIES OF BUYER

31

5.1

Organization and Power

31

5.2

Authority; Enforceability