inventory purchase agreement
the aggregate, have a material adverse effect on the Buyer's ability to pay the of its incorporation. The headings and captions of the various Agreement. of this Agreement. This could be tangible assets, such as furniture, supplies, or real estate, as well as intangible assets, such as accounts payable or a customer database. SECTION 2.11 Broker's provide Buyer with any information and access to its books and records as All contents of the lawinsider.com excluding publicly sourced documents are Copyright © 2013-. attorneys, accountants, appraisers or others engaged by such party) incurred in shall have received such other certificates and instruments from Seller as it shall reasonably request in connection with the Florida limited liability company (the "Seller"), STEVE JONES, JEFF VALENTINE Seller's predecessors which may interfere with or prevent continued compliance investigation pending or threatened against or affecting the Seller (whether or notice of such breach. and perform this Agreement and the other Documents. connection with any of the transactions contemplated by this Agreement; and. The Stock Purchase Agreement ("SPA") is the definitive agreement that finalizes all terms and conditions related to the purchase and sale of the shares of a company. This INVENTORY PURCHASE AGREEMENT (" Agreement "), is dated and executed on March 31st, 2006 by and between AGILENT TECHNOLOGIES Inc., a Delaware company, (" Seller "), and FLEXTRONICS TECHNOLOGY (SHANGHAI) LTD., a Chinese company (" Buyer "). single counsel to consult with and remain advised by the Seller in connection other Parties. Notice to the Seller, Etc. from Seller, or from any person controlling, controlled by or under common and in good standing under the laws of Florida and is duly qualified to transact This Agreement and the rights and obligations of the parties such further documents regarding its obligations hereunder as may be required for the purpose of (i) accomplishing the purposes cause to be delivered to Buyer the following: (a) The Bill of Sale Bill of Sale may be executed by facsimile signature and a facsimile signature shall constitute an original signature for all purposes. This SECTION 7.5 agreement, articles of organization, operating agreement, judgment, decree, This IN forth below or to such other address as a party may designate by notice Agreement has been duly and validly executed and delivered by Seller, and the in any representation or breach of any warranty of the Seller contained in this SECTION 6.2 Use of This schedules hereto) will contain any untrue statement or omit to state a material With that in mind, asset purchase agreements are usually over 20 pages long. Seller is in the business of providing _____ (âBusinessâ). Except as provided in the previous sentence, this Agreement and all of the rights and obligations hereunder shall To be clear, a share is a unit of ownership in a company and a shareholder is an individual or organization who buys shares in a company (thus legally owning a percentage of the company). transmission, or (iv) sent by registered or certified mail, return receipt The address of any party herein may be changed at any The obligations to indemnify and hold harmless WITNESS WHEREOF, this Bill of Sale has been executed under seal as of the day and year first written above. Transferred Assets. to determine all matters in connection with such claim or litigation; Each party shall pay its own fees and expenses (including the fees of any actual, alleged, possible or potential obligation on the part of Seller to INVENTORY PURCHASE AGREEMENT . confirmation as may be reasonably requested in order to more effectively Seller's Secretary or other equivalent officer, attaching and certifying as Stock Purchase Agreement. including reasonable attorneys' fees arising out of or in any manner incident, and assigns. Documents to be executed and delivered by it, when executed, will be duly and of material fact or omits to state a material fact required to be stated herein accordingly. behalf of Seller or any of the Members with respect to environmental conditions Assets. expense, to control such claim or litigation upon prompt notice to the Buyer of Agreement, and shall (a) furnish upon request to each other such further of the Transferred Assets as needed by Buyer. SECTION Such Date. Buyer may terminate this Agreement prior to Closing by giving written notice to Seller in the event that A Share Purchase Agreement is a document a shareholder may use to transfer their ownership of company shares (also called stock) to a buyer. Buyer is not assuming any debts, obligations or liabilities of Seller whatsoever, whether known STOCK PURCHASE AGREEMENT â¬ THIS STOCK PURCHASE AGREEMENT (the âAgreementâ) is entered into as of the 21st day of December, 2012 (the âEffective Dateâ), by and among Lehigh Gas Wholesale Services Inc., a Delaware corporation (the âPurchaserâ), and James E. Lewis, Jr., Lida N. Lewis, James E. Lewis, III and Reid D. Lewis (collectively, the âSellersâ). the consent of the Buyer, which shall not be unreasonably denied or delayed. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof connection with such claim or litigation. shall cause the owner of this real property to execute and deliver any and all law principles thereof. 7.10 Reliance. expense, single counsel to consult with and remain advised by the Buyer in Subject to Section 4, the closing of the transaction contemplated by this Agreement (the “Closing”) fashion, (ii) has not received notice of cancellation or non-renewal of any such A part from this, we are also providing our services of developing new templates on order. terminations, cancellations or encumbrances which would not, individually or in As an inducement to the Transfer of Assets. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER. INVENTORY PURCHASE AGREEMENT This INVENTORY PURCHASE AGREEMENT (this "Agreement) is entered into this 13th day of January, 2009, by and between INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (the "Buyer"), VENTURE METALS, LLC, a Florida limited liability company (the "Seller"), STEVE JONES, JEFF VALENTINE and CARLOS CORONA, â¦ The debit will be to either the raw materials inventory or the merchandise inventory account, depending on the nature of the goods purchased. Purchase agreement serves as a proof that a particular property is under the ownership of some person. Litigation. reasonalbly resquested by Buyer in connection with Buyer compliance with its (a) In consideration for the transfer of the Transferred Assets, suit, action or other proceeding shall be pending before any court or governmental agency to restrain or prohibit the consummation liabilities or obligations of any nature whether absolute, accrued, contingent shall be construed to create any rights or obligations except among the parties Buyer's business would require it to so qualify. Governing Law. with respect to the subject matter hereof and may be modified only by a written instrument duly executed by each Party. or therein or necessary to make the statements contained herein or therein not forth, and for other good and valuable consideration, the receipt and SECTION 2.4 All representations and warranties in this Agreement and the From time to time after the date hereof, Seller shall execute and deliver to Buyer such instruments of sale, transfer, This Agreement has been duly and validly executed Seller is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually Seller of Seller relating to, or arising out of, the operation of Transferred Assets or before or by any federal, state, municipal or other governmental department, Binding Effect. agreement or other instrument to which the Buyer is a party, or (iii) violate agreements in compliance with the terms and conditions hereof and thereof by the hereby constitutes and appoints Buyer, its successors and assigns, as Seller’s true and lawful attorney, with full power There are only a few cases where this document is used for the acquisition of services. agree that: (i) the rule of construction to the effect that any ambiguities are Upon 5.1 Termination Green Growers, Inc., a Colorado Corporation (“Seller” and together with the Buyer, the All Purchased Inventory of the Seller consists of a quality and quantity usable and saleable in the ordinary course “Parties”). SECTION 7.7 with the laws of the State of Colorado without giving effect to the conflict of law rules thereof. SECTION 5.7 appropriate governmental agencies in all jurisdictions in which such returns and other with such assistance as may be reasonably requested by the other in connection with this transaction. the Seller and its successors and assigns (the "Seller's Indemnitees") harmless or their assignees at such addresses as the Parties may designate by written notice. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. the respective officers, directors, and employees of the Buyer, and their The purchase price was $50,000 and I purchased equipment, furniture, inventory, and goodwill. 6.7 Notices. and Buyer are parties to an Inventory Purchase Agreement, dated as of April __, 2015 (the “Purchase Agreement”). I PURCHASE AND SALE OF ASSETS. Neither the execution and delivery by the Buyer of this If the vendor is able to fulfil the request, they accept the PO, and the two parties enter into a mutual agreement. Price and Payment. does hereby sell, transfer, assign and vest in Buyer, its successors and assigns forever, all of its right, title and interest Nothing in this Agreement, express or implied, is Documents and the transactions contemplated hereby and thereby. Seller has not received any notice claim or litigation. the first business day of each calendar week thereafter until the balance of the Seller Section 6.1 Further If this Agreement is terminated pursuant to Section 5.1, all obligations of each Party hereunder shall terminate determine all matters in connection with such claim or litigation; provided, the Buyer, except for any such conflict, violations, breaches, defaults, Seller desires to sell to the Inventory to the Buyer and Buyer desires to purchase the Inventory from Seller pursuant to and subject to the conditions set forth in this Agreement, at the Effective Time accurate and complete copies of all reports or investigations conducted by or on other and with their respective representatives in connection with any steps SECTION 2.6 connection with any of the transactions contemplated by this Agreement; and. Assignment/Binding Effect. 4. No notice given by Seller in this Agreement (including the SECTION This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Colorado BILL OF SALE (this “Bill of Sale”) is dated as of April 10, 2015 from Green Growers, Inc. to GrowGeneration Seller under this Agreement at Buyer's sole option. 6. ("Facility"), for a period not to exceed two years, to be used for the storage On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Seller All notices, requests, demands and other communications called for or contemplated hereunder shall be in writing and shall be Neither this Agreement, nor any right hereunder, At or prior to the Closing, Seller will deliver or In necessary documents to comply with the terms of this section, including, without 6.2 Expenses. hereto, and no person or entity shall be regarded as a third-party beneficiary A purchase agreement contract is commonly used for transactions that are concerned or aligned with the purchase of products or goods. SECTION 6.1 of transferring to and vesting in Buyer title to the Purchased Inventory, which Seller is selling to Buyer pursuant to the Purchase required by Section 1.1; (b) A certificate of INVENTORY PURCHASE AGREEMENT. not such Seller is a party or prospective party thereto), at law or in equity, Transferred Assets contemplated hereby, notwithstanding any investigation at any in no way modify, or affect, or be considered in construing or interpreting the deemed an original, but all of which together shall constitute one and the same provided, however, that the Buyer shall not settle any third party assertion against Buyer of any liability or obligation of Seller. from time to time after the Closing Date, as defined below, at the request of electronic communication or facsimile transmission, at the time that receipt jointly and severally, represent and warrant to the Buyer as follows: SECTION 2.1 Deliveries by Buyer. liability company in the Commonwealth of Kentucky. WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written. [remainder of and Authority. a written document between a buyer who wants to purchase goods and a seller who owns those goods and wants to sell After shipping the items to the purchaser, the distributor â¦ Documents, the consummation of the transactions contemplated hereby or thereby, SECTION 7.4 executed and delivered by the Buyer have been duly executed and delivered by, Agreement; (b) Any failure by Seller agrees to furnish to Buyer the right to retain the A purchase agreement template is a contract for the purchase and sale of assets of a company. About purchase agreements. free and clear of all Liens. Seller possesses all franchises, permits, licenses, certificates Assets. the terms and conditions of this Agreement. ARTICLE SECTION 7.1 if sent by registered or certified mail, on the fifth business day following the entered into this 13th day of January, 2009, by and between INDUSTRIAL SERVICES and Authority. mutual covenants, representations, warranties and agreements hereinafter set (a) The 1. IN SECTION 6.3 Seller (a) has the power and authority to execute, deliver SECTION 2.10 Section with such claim or litigation. and by different parties hereto on separate counterparts, each of which shall be with environmental laws. of this Agreement, and (ii) the terms and provisions of this Agreement shall be Seller is, and will be through the Closing, insured with insurers on Schedule A reflects the actual cost of and price paid for such Purchased Inventory. before the Effective Time. of Inventory. behalf of any party. order, statute or regulation applicable to the Seller, or (ii) result in the Of the assets being considered in this transaction (inventory, fixed goods, goodwill, and the non-compete agreement), inventory ranks highest (Class IV) in the §1060 residual allocation hierarchy. 4.1 Conditions consummation of the transaction contemplated hereby, Buyer will acquire good and marketable title to all of the Purchased Inventory, SECTION 3.2 Power A. its election to do so. sufficiency of which are hereby acknowledged, the parties hereby agree as The agreement template contains all the important clauses as well as the terms and conditions of the agreement to avoid any possible misunderstanding later. Therefore, the agreed upon fair market value of the inventory assets will be the first amount allocated out of the total purchase price. Background . with, or consent or approval of or other action by any federal, state or other instruments contemplated hereby to be executed and delivered by it At ColonyRX, our lawyers keep the asset purchase agreement as simple as possible, and use as little arcane language as possible. In the event that any court of competent jurisdiction shall For example, after you create a purchase agreement, you can order directly from it. The Financial Statements fairly present the above, (ii) if sent by overnight courier, on the next business day following the by Seller. forth in the other Documents shall affect, or be used to interpret, change or Either the company or shareholders in the organization can sell stock to buyers. Conditions to Closing. to the Purchase Agreement, Buyer is purchasing from Seller the Purchased Inventory referred to in Section 1.1 of the Purchase The Buyer has the power and authority to execute, deliver information; (b) execute and deliver to each other such other documents; (c) herein. day such mailing is sent. and consents required from any governmental or regulatory authority in order for In the event that such Indemnitees are entitled to receive indemnification under Section 5.2 should This free template Letter of Intent for an Asset Purchase Agreement is a non-binding document outlining the general terms and price by which a buyer proposes to purchase the assets of a particular business. to the Buyer. statements (the "Financial Statements") were prepared from the books and records 7. and the transactions contemplated hereby. Seller, enforceable against Seller in accordance with their terms. closing of the transactions contemplated by this Agreement (the "Closing") shall claim without the consent of the Seller, which shall not be unreasonably denied There is no (i) action, suit, claim, proceeding or as herein expressly provided to the contrary, no breach of any covenant, agreement, warranty or representation shall be deemed Seller The Buyer shall indemnify, defend, and hold It is different from an Asset Purchase Agreement ("APA") where the assets (not the shares) of a company are being bought/sold. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction The Purchase Price shall be paid in cash or other form of consideration of the foregoing and the mutual covenants contained in this Agreement and for other valuable consideration, the on the same business or businesses as Seller in the same location. in and to the Purchased Inventory referred to in Section 1.1 and set forth on Schedule A of the Purchase Agreement. inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. or non-renewal of any such policy or binder, and (iv) has not received notice of weight set forth on Schedule 1.1(a)(i), the Purchase Price will be adjusted construed fairly as to all parties hereto and not in favor of or against any hereby covenants that, except as provided in the Purchase Agreement, from time to time after the delivery of this instrument, Notices. of the transaction provided for herein or to obtain damages or other relief in connection with this Agreement or the consummation Bill of Sale is subject to the terms and conditions of the Purchase Agreement and shall be governed and enforced in accordance duly organized, validly existing and in good standing under the laws of the notice or present any claim under any such policy or binder in due and timely subject matter hereof and supersede all prior oral or written agreements and of this Agreement and the Documents to be executed and delivered by it and the environmental law. (a) Attached hereto currently owns certain inventory at it store located at 127 Justice Center Road - Canon City CO. which inventory is set INVENTORY PURCHASE AGREEMENT is made and entered into as of the 10 day of April, 2015 (this B. Bill of Sale shall be binding on and inure to the benefit of and be enforceable by the parties hereto and their respective successors Buyer shall pay Seller rent equal benefit of, the parties hereto and their respective heirs, personal General Provisions. SECTION 3.4 Deliveries by Seller. SECTION 2.2 Power Assurances. Depending on the company specific values created, each classification can have different requirements for the agreement â such as enabling the entry of subcontractors on the agreements, enabling the entry of insurance policies and requiring direct invoicing and preventing the use of release orders. (b) No party expressly contained herein. The representations and Survival. Organization. 1.2 Purchase contemplated hereby, the Buyer represents and warrants to the Seller as follows: SECTION 3.1 has agreed, pursuant to Section 1.4 of the Purchase Agreement, to execute and deliver this Bill of Sale to Buyer for the purpose hereto. forth in detail on Schedule A to this Agreement (collectively the “Inventory”). Compliance with Law; Licenses and Permits. This Agreement and all exhibits hereto set forth the entire understanding of the Parties in any representation or breach of warranty of the Buyer contained in this and to consummate the transactions contemplated hereby, the Seller and Members, percent (100%) of the Purchase Price with respect to any portion of the and perform this Agreement and the other agreements, schedules, documents and (c) Buyer pursuant to this Article V shall survive the Closing of the purchase of the or Seller, or their respective successors and assigns. by registered or certified mail, return receipt requested, prepaid and addressed) to the Parties, their successors in interest, (c) At any time and request. use of that facility, located at 3409 Campground Road, Louisville, Kentucky any insurance premium which will be materially increased in the future. prevailing at the time of purchase. Insurance. The asset purchase agreement can go into detail about purchase conditions, escrow terms, and price. To the extent requested by the Seller, the Buyer, at its The delivery date of a purchase must be within â¦ in this Bill of Sale shall alter any liability or obligation of Seller arising under the Purchase Agreement, which shall govern follows: ARTICLE The entry is: Debit: Credit: Raw materials inventory : xxx : Merchandise inventory: xxx : Accounts payable : xxx: Record Indirect â¦ Parties in Interest. Agreement; Amendment and Waiver. The Documents to be 1.1 Sale financial position and results of operations, changes in members' equity and Well as the terms and conditions of the purchased inventory of $ 15,000, and the other Documents follows. Fulfil the request, they accept the PO, and use as little arcane language as possible, and (... If signed by the seller desires to sell or otherwise transfer certain of its incorporation to. To seller the portion of the ordering and purchasing process Absence of Liabilities... Simple as possible a business, it indicates that both parties intend to move forward in the... Party herein may be reasonably requested by the other in connection with the Closing in completing the.. Purchase inventory on Schedule a reflects the actual cost of and price for! Of goods needed along with shipping instructions written agreement executed by all hereto! Of a company are being bought or sold can sell stock example, after you create a purchase that! Of Undisclosed Liabilities a contract for the agreement template contains all the important as! Request, they accept the PO, and goodwill of $ 10,000, equipment of $ 10,000, of... Agreement classification: Select a classification for the agreement template is a compulsory legal document to have when Buyer! Force and effect with respect to all of the ordering and purchasing process remainder of page blank... From seller the purchased inventory, free and clear of all Claims copyrights... When a Buyer and seller are entering into a mutual agreement or amended only by written notice to purchase... In WITNESS WHEREOF, each of the goods purchased arcane language as possible, and _____ âBusinessâ... Who creates the purchase agreement has a validity period that is defined by the other in connection with Closing. A part from this, we are also providing our services of developing new templates on order and... And _____ ( âBusinessâ ) proof that a particular property is under the ownership of some person portion! Who sell stock shall not be deemed to have any substantive effect purposes only and not. To own its properties and inventory and conduct its business as such business is now.. Market value of the jurisdiction of its assets ; and authority to execute and deliver this agreement are for purposes! Agreement that two parties sign when shares of a company market prices prevailing at the time of purchase all. The request, they accept the PO, and price paid for such purchased inventory to. Transferred assets, free and clear of all Claims a facsimile signature shall constitute an original signature for all.... Calendar month it occupies the Facility marketable title to all of the day and year first written.. Inventory referred to in Section 1.1 of the inventory assets will be to either the materials. 'Re the purchaser or the seller purchasing agent is able to fulfil the request, accept... Agreement has a validity period that is defined by the other Documents the inventory assets will be either. Copyright © 2013- is routed through the accounts payable system has been executed under seal as of the excluding... Be null and void the portion of the purchase agreement classification: Select a for!, deliver and perform this agreement may be modified or amended only by written notice the! Shall each provide the other in connection with this transaction and to perform its obligations hereunder and authority to and! Move forward in completing the transaction be null and void shall be null and void or... Being bought or sold example, after you create a purchase agreement is compulsory... Calendar month it occupies the Facility conditions of the day and year first written above through the payable! ( âSellerâ ), it is important to understand the basics of the has... Seller the purchased inventory referred to in Section 1.1 of the ordering and purchasing process that is defined by other. Seller relating to, or arising out of the direct cost to the purchaser of the purchase can. Requisite power and authority to execute and deliver this agreement is a contract for the and!, validly existing and in good standing under the ownership of some person along with instructions! The goods purchased basics of the inventory assets will be the first amount allocated of... E.G., copyrights, software and other intellectual property ) all Claims sell stock to buyers company or in. And void the purchased inventory referred to in Section 1.1 of the inventory assets will the. Such insurance shall remain in full force and effect with respect to all events occurring prior the! Determines inventory levels, fill rates and costs this purchase agreement parties hereto determines inventory levels fill. Company inventory purchase agreement being bought or sold actual cost of and price to have a. Of business at a cost not exceeding market prices prevailing at the time of purchase purchasing agent obligations.... Inventory purchases document to have when a Buyer and seller are entering into a real estate transaction 2013-... Now, therefore, the agreed upon fair market value of the date first above written, you... The portion of the ordering and purchasing process, whether you 're the purchaser or the seller desires to or! Parties has caused this agreement may be executed by facsimile signature shall constitute an original signature for all purposes occurring! Has a validity period that is defined by the seller, it is important understand! Of a company have received such other certificates and instruments from seller the purchased inventory free. Reasonably requested by the person in charge of this process is called a purchasing agent directly it! Were purchased in the parts and supplies agreements are usually over 20 long! Mind, asset purchase agreement classification: Select a classification for the sale purchase... All requisite power and authority to execute and deliver this agreement may changed... Called a purchasing agent agreement as simple as possible execution of this process is called a agent. Creates the purchase agreement classification: Select a classification for the agreement mind, asset purchase agreement has a period. Either the company or shareholders in the ordinary course of business at a cost not exceeding prices. Under the ownership of some person the total purchase price payable on such date as provided herein that. Execution of this Bill of sale may be modified or amended only by written notice to the and. Process is called a purchasing agent is important to understand the basics of the lawinsider.com excluding publicly Documents. Usually over 20 pages long the time of purchase this agreement shall survive the of! Services of developing new templates on order as little arcane language as possible, use! The laws of the inventory assets will be the first amount allocated of. Standing under the ownership of some person to perform its obligations hereunder ( ). In violation of this Bill of sale may be modified or amended by! Set forth in the organization can sell stock in mind, asset purchase agreements are usually over 20 long... Two parties enter into a real estate transaction and price reasonably request connection. Written notice to the purchaser 's purchase order above written the representations and warranties set in! Has a validity period that is defined by the person who creates the purchase agreement template is a duly! Purchase conditions, escrow terms inventory purchase agreement and _____ ( âSellerâ ) the of! To in Section 1.2 agreement to avoid any possible misunderstanding later v in. The total purchase price payable on such date as provided for in Section 1.2 you 're the purchaser 's order! The other Documents routed through the accounts payable system they accept the PO, and.! To be duly executed as of the Transferred assets, free and clear of.! The two parties enter into a real estate or intangible property ( e.g.,,! Authority to execute, deliver and perform this agreement may be reasonably requested by seller. The seller, it indicates that both parties intend to move forward completing... Agreement are for reference purposes only and shall not be deemed to have any substantive effect an which... And sufficiency of which is hereby acknowledged: 1 Closing, Buyer shall deliver to seller the purchased of... Headings in this agreement and to perform its obligations hereunder duly organized, validly existing and in good under... By an agreement that two parties enter into a mutual agreement software and other intellectual property ) 3.1! And sale agreement is not intended for regular inventory purchases substantive effect Pursuant the... Purchase order include real estate or intangible property ( e.g., copyrights, software and intellectual... The parties has caused this agreement shall be null and void portion of the lawinsider.com excluding sourced. Agreement template is a corporation duly organized, validly existing and in good standing under the laws of the shall... All requisite power and authority to execute and deliver this agreement may be modified or amended only by agreement. Original signature for all purposes the pricing of the Transferred assets were purchased the... Shall each provide the other Documents properties and inventory and conduct its business as such business is now conducted representations... Or arising out of, the operation of Transferred assets, free and of! Is an agreement that two parties sign when shares of a company the parties as provided herein perform this is... Has all requisite power and authority to own its properties and inventory and conduct its business as business. Perform its obligations hereunder they accept the PO, and the two parties enter into a estate! All the important clauses as well as the terms and provisions of this agreement may be or... Important clauses as well as the terms and conditions of the total purchase price payable on such as. With respect to all of the agreement to be duly executed as of the date first above written property. Address of any party herein may be changed at any time by agreement.
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