Asset Purchase Agreement Simple Form

4. Purchase price/base allowance. The purchase price of the assets purchased in these assets is equal to the sum of « O.S. » « resumption of liabilities » in Schedule >B and is added by reference (the « purchase price »). The purchase price is distributed among the assets covered by Form 8954 that must be submitted to the Internal Revenue Service after the closing date. (e) The seller is the sole owner and has the full right and power to transfer the assets that are to be transferred under this agreement, all, provided they are expressly foreseen differently in this agreement (i.e. the pledge of the megabank), are free and free of any debt, receivables, mortgages, mortgages, guarantee agreements and other expenses, with the exception of what is stated below in this agreement. v) This instrument contains the whole agreement between the parties with respect to the operations provided for this purpose. The parties expressly agree that this instrument replaces and renounces any prior written agreement between them with respect to the sale of the assets. This agreement cannot be amended, amended or discharged orally or otherwise, executed by all parties or by the beneficiaries or beneficiaries of the assignment. 2. The buyer assures and guarantees that he has verified the assets and accepts these assets in their current condition, with all errors. The seller hereshes and guarantees that he owns the assets subject to the liabilities covered, but expressly refuses any guarantee of the condition or adequacy of those assets. (t) The parties agree to execute and provide all other instruments and to take other measures that are appropriate or proportionate to the fulfilment of the provisions of this agreement and the intent of the parties as expressed.

The purchaser expressly and unrestrictedly undertakes to execute the appropriate single code of commerce form necessary to enhance Megabank`s interest in asset security. The buyer essentially wants to acquire all the seller`s assets, without the real estate and the characteristics that flow from it, with which the seller currently manages transactions, and to sell the bulk of the seller; And submit to the Attorney General of CaliforniaCommunication of the proposed asset purchase contract and transmission of the health facility of the christi health system, sellerandst.