BLOOM, X Sample Clauses

BLOOM, X. XXXXXX, A. M. XXXXXX AND X. XXXX, AND A.R. BLOOM AND X. XXXXXX, as Joint Administrators and RADWARE LTD., as Buyer Dated as of February 19, 2009 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 3 1.1 Certain Definitions 3 1.2 Certain Additional Definitions 13 1.3 Accounting Terms 15 1.4 Monetary Terms 15 ARTICLE II. PURCHASE OF ASSETS AND ASSUMPTION OF LIABILITIES 15 2.1 Sale and Transfer of Assets 15 2.2 Excluded Assets 17 2.3 Assumed Liabilities 19 2.4 Liabilities Not Assumed 19 2.5 Further Assurances 21 2.6 Buyer Entities 21 2.7 Cure Costs; Adequate Assurance; No Rejection 21 2.8 Canadian Acknowledgement 21 2.9 Seller Entities; UK and EMEA Assets 21 2.10 Acknowledgement of Termination of Exploitation Rights 22 2.11 Cessation of Status as a Seller Entity 22 ARTICLE III. PURCHASE PRICE 23 3.1 Purchase Price 23 3.2 Allocations; Taxes 24 3.3 Allocation of Taxes 25 ARTICLE IV. CLOSING 25 4.1 Closing 25 4.2 Seller Closing Deliveries 25 4.3 Buyer Closing Deliveries 26 4.4 Delivery of the Acquired Assets 26 4.5 Location of Prior IP; Post-Closing Identified Intellectual Property and Prior IP 27 4.6 Korea Purchase Agreement 27