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Exhibit 4. Schedule 5. Schedule 7. Schedule The following terms, as used herein, shall, unless the context requires otherwise or unless specified otherwise in the Agreement, have the following meanings:. In this Agreement, unless specified otherwise:. The Purchase Price shall be adjusted, upward or downward, as applicable, by the Working Capital Price Adjustment, if any, in accordance with Section 3. Working Capital Price Adjustment.

The Parties agree that the Purchase Price was set based, among other factors, on the fact that on September 30, the Business presents a working capital equivalent to the Target Net Working Capital. Post-Closing Working Capital Adjustment. Loan Agreement. Insurance Adjustment. SELLER acknowledges that the new insurance policies contracted directly by Piracicaba have a higher cost to Piracicaba if compared to the cost of the insurance policies reflected in the Piracicaba Pro Forma Balance Sheet.

In order to neutralize such increase, the Parties agree that the Purchase Price shall be reduced by such increase, calculated pursuant to the following formula:.

The Parties agree that any payments due 27/09 such Section 3. If on December 31,one or more of the conditions set forth in Sections 8.

At the Closing:. Transferred Intellectual Property rights related to the Business described in Schedule 5. Organization and Powers. Authorization, Binding Effect. Consents and Approvals. Due Diligence. Financial Capacity. The PURCHASER has the financial capacity whether through its own resources or through committed credit facilities from reputable financial institutions to fulfill all of its obligations under this Agreement. Date, unless a specific date is fazenda stated, true and correct and in full force and effect:.

Prior to the Corporate Reorganization, Piracicaba was not operational, performed no commercial and industrial activities, had no liabilities and had no employees or third parties 27/09 or providing services for it.

On the Closing Date, Piracicaba will have all corporate powers and authority required to own, lease and operate its properties and the Business and to carry on the Business in the Ordinary Course. As a result of the Corporate Reorganization, at the Closing, the capital of Piracicaba will have been increased by the net worth at book value of the Business and the Business will be owned by Piracicaba, free and clear of any Liens.

Except as set forth in Schedule 7. Compliance with Laws and Court Orders; No defaults. Permits and Licenses. As described in Schedule 7. All such Permits are in full force and effect. No Tax, fine or penalty imposed by any Governmental Authority for delinquent or untimely payment of Sexta owed by Piracicaba, SELLER, in regards to the Business, or any Affiliates or resulting from any non-fulfillment or non-payment or untimely fulfillment for payment of Taxes or any ancillary Tax obligations, or resulting from any audit or any inspection by any Governmental Authority is unpaid or is in dispute and no issue raised in writing by any Governmental Authority in any completed audit or investigation can reasonably be expected to be raised in a later Tax period.

There are no Liens for Taxes upon any Assets or properties of Piracicaba or the Quotas, including any Liens arising as a result of the Corporate Reorganization or the Transaction. Each of the SELLER, in regards to the Business, and Piracicaba have timely withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, Affiliate or third party.

None of SELLER in regards to the BusinessPiracicaba or any of their Affiliates has been, or will be, required to include in gross income any item of income or gain for any tax period or otherwise be fazenda for any Tax in connection with, relating to or arising as a result of, the formation of Piracicaba, the Corporate Reorganization, the transfer of the Business to Piracicaba or any transaction or document relating thereto. Properties Title. SELLER has, and Piracicaba will have as of the Closing, good and marketable legal title in and ownership of all the Assets other than Real Estate Propertywithout any limitation on transferability and free and clear of any Liens.

All Assets are in good operating condition and repair subject to sexta wear and tear and are suitable for the purpose they are used. Real Estate Matters. Neither the SELLER nor Piracicaba has received any notice of any appropriation, condemnation or like proceeding or of any violation of any applicable zoning Law relating to or affecting the Real Estate Property and no such proceeding has been threatened or commenced.

Except as disclosed in Schedule 7. SELLER has, and Piracicaba will have at Closing, complied with any and all obligations and liabilities related to the Real Estate Property, in any case including, but not limited to the payment of any and all Taxes. There are no, and at Closing there will not be any fazenda to occupation nor use of the Real Estate Properties according their current purpose. No Real Estate Property, nor their use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or any other applicable Law in any material respect.

No Real Estate Property is located in any border zone area faixa de fronteira. There will be no adverse 27/09 to this. The Real Estate Property is clear of any Liens. Except as described in Schedule 7. At Closing, Piracicaba will have obtained any and all consents, permissions, authorizations and waivers, as applicable, to the conclusion of the Transaction contemplated herein except if it is a post-closing obligation provided in Sections 5.

The Real Estate Property complies in all material respects with the Environmental Laws and obligations for the carrying out of the Business. 27/09 water, electric, gas, sewer utility services and all other public utilities currently available for the Real Estate Properties will be adequate for the present use of such property in the conduct of the Business.

Neither SELLER or Piracicaba have received any notice that any Governmental Authority having the power of expropriation, interdiction, or declaring as belonging to historical heritage or a similar power with respect to all or any part of the Real Estate Properties.

No notice from any Governmental Authority has been received by SELLER or Piracicaba requiring or calling attention to the need of any work, repair, construction, alteration or installation on or in connection therewith which has not been complied with in full prior to the date of this Agreement. The Real Estate Properties are duly enrolled with the Municipal, State and Federal authorities needed for its occupation by SELLER and the deeds, agreements and certificates that attest the title or the possession of the owned Real Estate Properties and the agreements related to the occupied Real Estate Properties are in proper order, duly updated 27/09 complete, except as set forth in Schedule 7.

All operations of Piracicaba are conducted entirely on the Real Estate Properties. Liens; Liabilities. As of the Closing, Piracicaba:. Immediately prior to the Closing, SELLER shall be the lawful and beneficial owner of the Quotas, which shall represent all quotas of the capital of Piracicaba, free and clear of any Liens.

On the Closing Date, there will be no existing options, warrants, calls, rights, convertible or exchangeable securities or other commitments and agreements of any character requiring, and there will be no securities of Piracicaba outstanding, which upon conversion or exchange would require the issuance, sale or transfer of any additional quotas of capital stock or other 27/09 securities of Piracicaba or 27/09 securities convertible sexta, exchangeable for, or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of Piracicaba other than to PURCHASER as contemplated by this Agreement and there are no voting trusts or other similar agreements to which the SELLER is a party with respect to the voting of the capital stock of Piracicaba.

The SELLER is, and Piracicaba will be at Closing, the lawful owner and holder of the peaceable and uncontested possession of all of the Assets and own or possess and will own or possess all of the Assets necessary to conduct the Business.

Piracicaba Employees. Prior to the Corporate Reorganization, Piracicaba had no employees working for it at any time since its formation. The Piracicaba Employees have been registered as required by labor and social security Law, and the SELLER has complied with applicable labor, social security and health and safety Laws in regards to the Piracicaba Employees.

The salaries and other amounts payable to the Piracicaba Employees under applicable Law have been regularly paid. Benefit Plans. There is not any stock option plan in place. All the obligations with respect to the benefit plans granted to the Piracicaba Employees have been and will be accrued and sexta paid until the Closing Date, and the SELLER is not in default on any fazenda in relation to the Piracicaba Employees. All benefits are being administered, in all material aspects, in accordance with their respective terms, and also comply, in all material aspects, with the provisions of applicable Law, as well as with Brazilian GAAP.

Piracicaba Pro Forma Financial Statements. Books and Records. The Business is adequately insured, in amounts and types of coverages, in accordance fazenda prudent commercial practices. All such insurance policies are currently in full force and effect and will continue to be in force or renewed through the Closing Date.

All premiums due and payable under the Business policies have been paid, and no notice of cancellation or termination has been received with respect to any such policies. On the Closing Date, Piracicaba shall hold the applicable insurance policies as may be required for the Business to remain covered following the Corporate Reorganization.

Environmental Matters. Neither SELLER or Piracicaba has used, discharged, disposed of, dumped, deposited, spilled, leaked, emitted, released, buried or stored and fazenda SELLER or Piracicaba will use, discharge, dispose of, dump, deposit, spill, leak, emit, bury or store until the Closing Date, any Hazardous Substance in the atmosphere, water or land, or in any other way in, on, or at any of the properties or facilities of SELLER or Piracicaba or adjacent properties or otherwise except in accordance with all applicable Environmental Laws and Environmental Permits and consistent with past practices.

The Real Estate Properties do not contain any Hazardous Substance that would constitute a violation of or give rise to any Lien or clean-up obligation under any Environmental Law. Neither the SELLER or Piracicaba has received any written notice from any Governmental Authority or citizen notice or from any other Person stating that any aspect of the Business is in violation of any Environmental Law or Environmental Permit, or that it is responsible for investigation, cleanup, treatment, personal injury, property damage or remediation relating to any substance released or disposed at any location including, without limitation, any Liability for off-site disposal or contamination.

SELLER and Piracicaba have timely filed all reports sexta notifications required to be filed with respect to the Business and all of its properties and facilities and has generated and maintained all required records and data under all applicable Environmental Laws.

Conduct of Business. All of such Inventory is located at the corresponding facilities of the Business. No consideration was promised or warranted by SELLER or Piracicaba as commissions or brokerage fees, compensation sexta other amounts payable in any way to any third parties that have provided services in respect of the Transaction contemplated hereby.

Contracts and Commitments. Such Assumed Contracts constitute all contracts which are required for the conduct of the Business in the Ordinary Course. SELLER and Piracicaba have performed all material obligations required to be performed by each of them to date under the Assumed Contracts, and is not in breach or default in any material respect thereof and, to the Best Knowledge of SELLER or Piracicaba, no other party to the Assumed Contracts is in breach sexta default in any material respect thereof.

The assignment and transfer of the Assumed Contracts to Piracicaba shall not create any breach or default under the Assumed Contracts, provided that the relevant third. None of the Assumed Contracts contain change of control provisions.

Accounts Receivables. Except to the extent, if any, reserved for on the Piracicaba Pro Forma Balance Sheet, all Accounts Receivables reflected on the Piracicaba Pro Forma Balance Sheet arose from, and the Receivables existing as of the Closing will have arisen from, the sale of Inventory or services to Persons not affiliated with the SELLER or Piracicaba and in the Ordinary Course of Business consistent with past practice and, except as reserved against on the Piracicaba Pro Forma Balance Sheet, constitute or will constitute, as the case may be, only valid, undisputed claims of the Business not subject to valid claims of setoff or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business consistent with past practice.

All Accounts Receivables reflected on the Piracicaba Pro Forma Balance Sheet or arising from the sexta thereof until the Closing subject to the reserve for bad debts, if any, reflected on the Piracicaba Pro Forma Balance Sheet are or will be good and have been collected or are collectible and will be collected by PURCHASER, without resort to litigation or extraordinary collection activity, within 90 days after their respective maturity date.

The SELLER has not received any written notice from and has not entered into any negotiations with any significant customer of the Business to cease the use of the products, equipment, goods or services of the Business, or to substantially reduce the use of such products, equipment, goods or services. The list and description of all of the Intellectual Fazenda related to the Business have been registered with a competent patent 27/09 trademark office, and the mentioned list and description are correct and each one of the registrations is held by the SELLER and will be held by Piracicaba.

Full Disclosure. A waiver in whole or in part by either Party of compliance with any condition set out in Sections 8. If either Party terminates this Agreement pursuant to Sections Survival of Indemnification Obligations. The right to claim for any indemnification due under this Agreement shall remain in full force and effect for fazenda following terms:.

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