Wisconsin Asset Purchase Agreement

(b) the seller or one of its subsidiaries is marketable (with respect to real estate units) (subject to an authorized link) the property on or in the case of a leased property or private property leased from all acquired assets; with the exception of real estate and assets sold in due form or for which non-compliance with a property or a valid rent of such quality and marketable is not reasonably essential for the business. No assets purchased are subject to Link, unless: (i) any misrepresentation or breach of the warranty (any misrepresentation and breach of the guarantee is a “violation of the guarantee”) or a breach of obligations or agreements that must be taken or exported by the seller under this agreement or the certification provided in accordance with Section 11.02(a) iii); xiv) any agreement or contract entered into by the parties in accordance with the provisions of this Agreement; Section 2.10. Adjustments for certain capital expenditures. (a) the seller provides the purchaser, without delay and no later than forty-five days after closing, with a statement appropriately specifying the total amount of the total investment, accompanied by copies of the corresponding sales invoices for the posted expenses and other supporting documents, as the purchaser reasonably requires; It is presumed that the seller is responsible for all payments made to sellers for all investments specified in this statement. The buyer is deemed to accept the amount indicated on this statement, unless the buyer informs the seller in writing of his disagreement within 20 days of receiving such a statement by the buyer. If the buyer informs the seller, the seller and the buyer will work in good faith to resolve these disputes as soon as possible and, in any event, within 10 days of such notification. Where the seller and buyer are unable to agree, within the aforementioned time frame, to set the total amount of capital expenditures, the buyer and seller jointly retain an accountant to resolve the dispute according to the procedures described in Section 2.11. If the final total amount of capital expenditure exceeds the estimated total amount of capital expenditures, the Wisconsin Supreme Court purchaser has ruled that the common law still regulates the exception for fraudulent transactions, not just any law. However, the De Springer decision appears to show that the risk of an acquirer developing the creditor after entering into an asset acquisition transaction after closing an asset purchase transaction after the conclusion of an asset purchase transaction is further reduced in Wisconsin. On the basis of this decision, business buyers should not easily overlook the long-term benefits and risk reduction associated with asset purchase transactions, particularly where Wisconsin law governs the transaction, since existing legislation is buyer-friendly. In addition, as with any transaction, practitioners should be aware of the possibility of fraudulent behaviour and investigate the parties` intention to ensure that a court does not consider the transaction to be fraudulent.

(vii) any agreement substantially restricting the freedom of the seller or one of its subsidiaries to compete in any industry or with a person or in any field; (b) At closing, the cash amount is increased by an amount or decreased (if applicable) by an amount of 153 s estimated in good faith by Petty Cash and the instalments covered in Section 2.09 (a) (this estimate, “estimated amount for the final imputation adjustment”), and an additional adjustment to account for the difference between the estimated and actual amounts (the “post-closing adjustment amount”) is adjusted after closing Regulation (EC) No. 45 days from the closing date. on the closing date (or 120 days after the completion date, in the case of Instras pursuant to Section 2.09 (a) (i) and any other adjustment payment for Petty Cash and these installments.