Agreement资产购买协议.doc

Assets Purchase Agreement资产购买协议 核心提示： between AAA, INC. and BBB DATED _________,_________,_________ TABLE OF CONTENTS ARTICLE 1 PURCHASE AND SALE Section 1.1 Agreement to Sell Section 1.2 Other Software Section 1.3 Excluded…… betweenAAA, INC. and BBBDATED _________,_________,_________ TABLE OF CONTENTS ARTICLE 1 PURCHASE AND SALE Section 1.1 Agreement to Sell Section 1.2 Other Software Section 1.3 Excluded Assets Section 1.4 Agreement to Purchase Section 1.5 The Purchase Price Section 1.6 Series D Price Section 1.7 Purchase Price Adjustment Section 1.8 Number of Sites Adjustment ARTICLE 2 CLOSINGS Section 2.1 Initial Closing Section 2.2 Staging of the Transactions Section 2.3 Regions to be Transferred Section 2.4 Procedures Applicable if Transfer Benchmarks Are Not MetSection 2.5 Deliveries by AAA at Each of the Transfer Dates Section 2.6 Deliveries by BBB at Each of the Transfer Dates Section 2.7 Prorations Section 2.8 Non-Transferable Assets ARTICLE 3 REPRESENTATIONS AND WARRANTIES Section 3.1 By AAA Section 3.2 By BBB ARTICLE 4 TRANSITION MATTERS Section 4.1 Prior to Region Transfer Section 4.2 Region Transition Matters Section 4.3 General Covenants Section 4.4 Confidentiality of Trade Secrets Section 4.5 Efforts to Satisfy Conditions Section 4.6 Expenses Section 4.7 Antitrust Notification ARTICLE 5 BBB COVENANTS TO AAA Section 5.1 Additional Covenants Of BBB Section 5.2 Informational Covenants Of BBB ARTICLE 6 EMPLOYEE MATTERS Section 6.1 Termination of Employment by AAA and Offer of Employment by BBBSection 6.2 Transitional Employee Leasing Arrangement Section 6.3 BBB Compensation and Benefits Section 6.4 Past Service Credit Section 6.5 Termination of Employment; Nonsolicitation; Termination ofAgreementSection 6.6 Payment of Wage and Benefit Costs Section 6.7 Taxes, Unemployment Insurance and Related Items Section 6.8 Examination and Audit ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF BBB Sec