Asset Purchase Agreement Inventory Adjustment

(v) any agreement to acquire or divest a core business (by merger, sale of shares, sale of assets or other); (c) Any agreement, commitment or agreement that must be disclosed in accordance with Section 3.07 (a) (a) (a “material contract”), valid and binding, is a valid and binding agreement of the seller or one of its subsidiaries and is not fully in force, and none of the sellers or any of its subsidiaries or, to the knowledge of the seller, another party, is , in any capacity, in default under the terms of such a contract or in violation. , with the exception of breaches that are valid and binding or fully applicable, failures or offences that cannot reasonably be expected to have a significant negative effect, individually or globally. Section 7.02. Public announcements. The parties undertake to consult this agreement or proposed transactions prior to the publication of a press release or public statement and, with the exception of press releases and public statements that may be necessary under existing legislation or a listing agreement with a national stock exchange, will not make such a press release or make such a public statement prior to this consultation. (xii) existing leases, licences and similar agreements, as long as they are awarded contracts; (i) after the date of this agreement (but in all cases within 5 business days from the date), send each franchisee, under a franchise agreement of the seller PMPA, a written notification agreed by mutual agreement, including a description of the transactions provided for by this agreement, as they relate to a PMPA franchisee of this type , a “notification of termination of PMPA” as long as the transaction is reasonably feasible after the closing. which provides that the applicable franchise agreement of the PMPA seller is terminated or not renewed with effect to (1) 12 months after the end date of the year, and (2) the expiry date of the applicable seller`s PMPA franchise agreement (one date each time, date of termination of the PMPA) and (C) informs this PMPA franchisee that after the closing date of the applicable seller`s , it receives an offer from the buyer to a new PMPA franchisee under conditions substantially identical to those of the PMPA franchise franchise agreement153s Seller PMPA; (b) rental land covered in Section 2.01 (b) of the seller`s disclosure plan (the “rental property”) and related leases or subleases (“real estate rental”), taking into account land, buildings, property features and improvements (owned or leased), as well as all ongoing construction of these properties; (f) No later than 20 business days before closing, the seller provides the purchaser with a proposed schedule (the Proposed Wisconsin Tax Schedule), which, for the calculation of the amount of “real estate transfer fees” charged by the State of Wisconsin for the sale of the acquired assets (the “Wisconsin Real Estate Transfer Fees”), sets or (i) the percentage of the purchase price awarded to acquired assets that “represent” the assets acquired , as defined by Wisconsin state laws or (ii) a method of determining this percentage.

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