Sale of Assets and Certain Related Matters. 16 2.1 Sale of Purchased Assets 16 2.2 Excluded Assets 18 2.3 Assumed Liabilities 19 2.4 Excluded Liabilities 19 2.5 Purchase Price; Adjustments 19 2.6 Delivery of Estimated Closing Statement 19 2.7 Closing Date Payments 20 2.8 Post-Closing Adjustment to Purchase Price 20 2.9 Proration 22 2.10 Withholding Rights 22 2.11 Remittances 23 2.12 Physical Inventory 23
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