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"assigned contracts." Asset Purchase Agreement, q <br />1.2(c). <br />d. DJJ shall pay all sales taxes levied on the <br />sale of the Purchased Assets up to $50,000. Any sales <br />tax above that amount shall be deducted from the <br />purchase price provided that the deduction does not <br />exceed $25,000. Any sales tax in excess of $75,000 <br />shall be paid by DJJ. Asset Purchase Agreement, q 1.5. <br />e. The Purchased Assets are being sold "as is" <br />without warranties of any nature that will survive the <br />closing. Asset Purchase Agreement, q 1.8. <br />f. Closing of the sale under the Asset Purchase <br />Agreement shall take place as soon as practicable after <br />issuance of the Bankruptcy Court order approving the <br />sale and the Asset Purchase Agreement. Asset Purchase <br />Agreement, q 2.1. <br />g. Reorganized Debtors have agreed to sell the <br />Purchased Assets free and clear of liens, claims, <br />encumbrances and interests except for certain <br />"Permitted Encumbrances." Asset Purchase Agreement, qq <br />3.5 and 3.6. <br />10. To the extent that the summary description of the <br />terms of the Asset Purchase Agreement contained in this Motion is <br />inconsistent with the Asset Purchase Agreement, the Asset <br />5 <br />