Nebraska Sample Asset Purchase Agreement between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc., and WEI Group, Inc. This Nebraska Sample Asset Purchase Agreement is entered into between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc., and WEI Group, Inc. (referred to collectively as "the Sellers") and [Acquiring Company Name] (referred to as "the Buyer") on [Date]. 1. Parties Involved: The Sellers: — Warner Power, LL— - Warner Power Conversion, LLC — WPI Power Systems, Inc— - WPI Electronics, Inc. — WPI Group, Inc. The Buyer— - [Acquiring Company Name] 2. Purpose of Agreement: This Asset Purchase Agreement outlines the terms and conditions under which the Sellers agree to sell and the Buyer agrees to purchase certain assets of the Sellers' businesses operating in Nebraska. 3. Assets Included: The assets included in this agreement may vary depending on the specific type of agreement chosen. Possible types of Nebraska Sample Asset Purchase Agreements between the Sellers and the Buyer may include: — Equipment Purchase Agreement: This agreement focuses on the purchase of manufacturing, testing, or other specific equipment used in the Sellers' businesses in Nebraska. — Intellectual Property Purchase Agreement: This agreement emphasizes the transfer of patents, copyrights, trademarks, trade secrets, or other intellectual property assets owned by the Sellers in Nebraska. — Real Estate Purchase Agreement: This agreement centers around the acquisition of properties, such as land, buildings, or facilities, owned by the Sellers in Nebraska. — Inventory Purchase Agreement: This agreement concentrates on the purchase of inventory or stock of goods held by the Sellers in Nebraska. — Business Purchase Agreement: This agreement encompasses the acquisition of the entire business operations, including all assets, liabilities, contracts, licenses, and employees, of the Sellers in Nebraska. 4. Terms and Conditions: The Nebraska Sample Asset Purchase Agreement covers various essential terms and conditions, including but not limited to: — Purchase price and payment term— - Allocation of assets and liabilities — Representations and warranties by the Sellers — Indemnification provision— - Confidentiality and non-compete clauses — Dispute resolution and governing la— - Closing procedures and conditions — Post-closing obligations and transition period 5. Governance: This Asset Purchase Agreement shall be governed by the state laws of Nebraska, ensuring compliance with any state-specific regulations. Please note that this is a sample description of a potential Nebraska Sample Asset Purchase Agreement between the mentioned parties. The actual agreement may differ in its specific details, language, and provisions based on the negotiation between the Sellers and the Buyer. It is recommended to consult legal professionals for creating a legally-binding and tailored Asset Purchase Agreement.