Asset Acquisition Agreement

            ASSET SALE AGREEMENT made ^, 19^ between ^ABC Inc., an Illinois corporation ("Seller") and ^XYZ Inc., an Illinois corporation ("Buyer").

            WHEREAS, Seller owns certain assets relating to its ^ business and Seller wishes to sell and Buyer to buy certain but not all of such assets.

            NOW THEREFORE, in consideration of the premises and the mutual representations, warranties and covenants set forth herein, Seller and Buyer agree that:

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