Comprehension Questions

1. What is the effective date of the Asset Purchase Agreement?

2. Who are the parties involved in this agreement? Provide their full names and legal entities.

3. According to the agreement, what assets is the seller agreeing to sell, and what assets is the
buyer agreeing to purchase?

4. How is the purchase price for the assets determined, and what is the total amount?

5. Can you identify any intangible assets included in the sale? Provide examples.

6. What is the "Closing" referred to in the agreement, and when is it expected to take place?

7. Explain the conditions under which the buyer is not responsible for certain liabilities associated
with the assets.

8. According to the agreement, what actions can the buyer take if third-party consents to transfer
are not obtained?

9. What restrictions does the seller agree to regarding non-solicitation after the closing date?

10. What covenants does the seller make regarding the transition of confidential information and
records to the buyer?

11. What representations and warranties does the seller make about the condition of the assets
being sold?

12. What are the buyer's representations and warranties in this agreement?

13. What conditions precedent are specified in the agreement that the buyer may waive?

14. When is the closing expected to take place, and where will it occur?

15. List some of the documents and instruments that the seller is required to deliver at the closing.