ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT dated as of July 27, 2009, by and among GreenMan Alternative Energy, Inc., an Iowa corporation (the “ Buyer ”), for purposes of Sections 1.02, 4.02(c), 4.02(d)(ii), 4.02(d)(iii) and 5.03 only, GreenMan Technologies, Inc., a Delaware corporation (the “ Parent ”), and American Power Group, Inc., an Iowa corporation (the “ Seller ”).

WHEREAS, Seller is engaged in the business of providing dual fuel alternative energy solutions (the “ Business ”); and

WHEREAS, Seller desires to sell to Buyer, and Buyer wishes to acquire from Seller, certain assets of the Business, as described in Section 1.01 hereof, and Buyer is willing to assume certain liabilities of the Business, as described in Section 1.03 hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows:

(a)            Assets .   The assets, properties and business of Seller to be sold, conveyed, transferred and delivered by Seller to Buyer pursuant to this Section 1.01(a) are referred to in this Agreement as the “ Assets ”. On the terms and subject to the conditions hereinafter set forth, on the Closing Date (as hereinafter defined), Seller will sell, convey, transfer and deliver to Buyer, and Buyer will purchase from Seller, with the exceptions described below, all of the tangible and intangible assets and properties of Seller, as the same shall exist on the Closing Date and wherever located, including without limitation (x) the Assets identified on Schedule 1.01(a) attached hereto and (y) the Assets described below:

(i) all tangible personal property of Seller, except as set forth on Schedule 1.01(a)(i) attached hereto;

(ii) all intellectual property of Seller, except as set forth on Schedule 1.01(a)(ii) attached hereto;

(iii) all inventory, including supplies, raw materials and work in process and finished goods;

(iv) all accounts receivable;

(v) all of Seller’s customer relationships, outstanding customer orders and goodwill and Seller’s right to own and operate its Business;

(vi) all rights in the corporate name, trademark and trade name “American Power Group” and to the goodwill represented thereby and pertaining thereto ;

(vii) all of Seller’s licenses, permits, approvals and other governmental or non-governmental authorizations or consents, except as set forth Schedule 1.01(a)(vii) ;

(viii) all personal property leases, except as set forth on Schedule 1.01(a)(viii) attached hereto; and

(ix) all books and records and all data, files, documents, papers, agreements, books of account and other records pertaining to the Assets or the Business which are used in connection with the Assets or the Business, including records relating to current employees of Seller, client and customer lists and records, financial records, and accounting records.

SECTION 1.02 Buyer’s Loan to Seller .   In consideration of Buyer’s purchase of the Assets, at the Closing (as defined below), Buyer or Parent shall loan Seller the sum of $360,661(the “ Debt Discharge Loan ”) for the purpose of enabling Seller to discharge certain liabilities and obligations described in Section 4.01(f) below. In consideration of the Debt Discharge Loan, Seller shall execute and deliver to Buyer (or Parent, as the case may be) Seller’s promissory note in the form attached hereto as Exhibit A (the “ Debt Discharge Note ”).

SECTION 1.03 Assumption of Certain Indebtedness .   In further consideration of Buyer’s purchase of the Assets, on the Closing Date, Buyer shall assume (a) Seller’s indebtedness under the Debt Discharge Note in the principal amount of $360,661and under that certain Secured Promissory Note in the principal amount of $250,000, issued as of May 14, 2009 by Seller to GreenMan (the “ Bridge Note ”), and (b) those liabilities and obligations of Seller which are specifically identified on Schedule 1.03 attached hereto (the obligations described in clauses (a) and (b) of this Section 1.03, the “ Assumed Liabilities ”).

SECTION 1.04 Additional Consideration .

(a)            Goodwill Gross-up .   In further consideration of Buyer’s purchase of the Assets, Seller covenants and agrees to pay to Buyer an amount equal to the greater of (i) (L - A) / 2; or (ii) (L - A) - $500,000 (as the case may be, the “ Goodwill Gross-up ”); where:

(b)            Estimated Payment at Closing .   The parties estimate the Goodwill Gross-up as of the Closing Date (the “ Estimated Goodwill Gross-up ”) to be $531,500. At the Closing, Seller shall execute and deliver to Buyer Seller’s promissory note in the amount of the Estimated Goodwill Gross-up, in the form attached hereto as Exhibit B (the “ Estimated Goodwill Note ”).

(c)            Post-Closing Adjustment of the Goodwill Gross-up .   Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “ Goodwill Statement ”) setting forth the goodwill actually recorded on Buyer’s books as of the Closing as a consequence of the purchase and sale of the Assets and Buyer’s calculation of the actual Goodwill Gross-up due to Buyer under Section 1.04(a) (the “ Final Goodwill Gross-up ”). The Goodwill Statement shall be prepared and determined in accordance with GAAP and the principles and policies used to determine the Estimated Goodwill Gross-up. If the amount of the Final Goodwill Gross-up as set forth on the Goodwill Statement exceeds the amount of the Estimated Goodwill Gross-up (such excess, the “ Goodwill True-up ”), then Seller shall promptly execute and deliver to Buyer Seller’s promissory note in the amount of the Goodwill True-up, in the form attached hereto as Exhibit B (the “ Goodwill True-up Note ”). If the amount of the Estimated Goodwill Gross-up exceeds the amount of the Final Goodwill Gross-up as set forth on the Goodwill Statement, then the amount of such difference shall be deemed to be a partial prepayment, as of the Closing Date, of principal payable under the Estimated Goodwill Note.

(d)            Disputes Regarding the Goodwill True-up .   Buyer shall provide Seller with access to all relevant information used in preparing the Goodwill Statement. Seller shall have 30 days after its receipt of the Goodwill Statement to dispute the Goodwill Statement and the Final Goodwill Gross-up or the Goodwill Statement and Final Goodwill Gross-up shall be deemed to be accepted and final. Any objection notice to the Goodwill Statement must state with reasonable specificity the amounts and reasons for disagreement. Seller and Buyer shall thereafter use commercially reasonable efforts to agree on the disputed amounts and if they are unable to do so within 30 days of receipt by Buyer of Seller’s objection notice, Seller and Buyer shall promptly engage a mutually agreed upon firm of independent accountants to resolve their dispute. In the absence of prompt agreement on the identity of the independent accountants, the parties shall engage the accounting firm of RSM McGladrey of Des Moines, Iowa to resolve the dispute as soon as practicable. The independent accountants’ decision shall be final, binding and conclusive upon the parties and shall be the parties’ sole and exclusive remedy regarding any dispute concerning the Goodwill Statement and the Goodwill True-Up Amount.  Buyer and Seller shall share equally the fees and expenses of the independent accountants.

(e)            Execution of Goodwill True-up Note .   The full amount of the Goodwill True-up shall become immediately due and payable if Seller fails or refuses to execute and deliver the Goodwill True-up Note, if required by Section 1.04(c), within 10 days after the later of (i) the delivery of the Goodwill Statement or (ii) receipt of the independent accountants’ decision.

(f)            Retirement of FSB Obligations .   In further consideration of Buyer’s purchase of the Assets, on the Closing Date, Buyer shall pay directly to Farmers State Bank (“ FSB ”), on behalf of Seller, such amount, not to exceed $850,000 (inclusive of all principal, accrued but unpaid interest and other charges, fees and obligations), in full satisfaction of all of Seller’s obligations to FSB under certain promissory notes issued by Seller and an Operating Loan and Security Agreement between Seller and FSB dated April 21, 2009 (collectively, the “ FSB Agreements ” ).

SECTION 1.05 Closing Date . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at a location to be selected by Seller and Buyer on July 27, 2009 or at such other date as Seller and Buyer may mutually agree (such date and time of Closing herein called the “ Closing Date ”).

SECTION 1.06 Non-Assumption of Liabilities .   Notwithstanding any other provision of this Agreement, Buyer is not assuming, nor shall it be deemed to have assumed, any liabilities or obligations of Seller other than those specifically set forth in Section 1.03 (including Schedule 1.03 ), whether actual, contingent, direct or indirect, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the date of this Agreement (the “ Excluded Liabilities ”). Seller hereby acknowledges that it is retaining the Excluded Liabilities and Seller agrees to pay, discharge and perform all such liabilities and obligations promptly as and when due. Without in any way limiting the generality of the foregoing, Buyer shall not assume or be obligated to pay, perform or discharge any liabilities, obligations or commitments of Seller relating to or arising out of any of the following:

(a)            Transaction Documents .   Any liabilities and obligations arising out of Seller’s obligations under this Agreement and the other documents executed in connection with the Closing (including without limitation the Estimated Goodwill Note and the Goodwill True-up Note, if any);

(b)            Taxes . Any liabilities for federal, state and local Taxes (as hereinafter defined) of Seller or relating to the Assets (as a result of income, gain or otherwise) for any period prior to or including the Closing Date;

(c)            Indebtedness .   Except to the extent expressly set forth on Schedule 1.03 , and subject to the limits set forth thereon, any liabilities and obligations to repay indebtedness for borrowed money incurred by Seller, whether current or long term liabilities, including any liabilities or obligations under any capitalized leases, notes payable to shareholders or other third parties, any negative cash balance with any financial institution, bonds, debentures or installment contracts;

(d)            Professional Fees .   Any liabilities and obligations of Seller for fees, costs and expenses of attorneys, independent public accountants, investment bankers or other representatives incurred in connection with the negotiation, preparation or consummation of the Closing;

(e)            Litigation .   Any liabilities and obligations of Seller relating to the Assets arising out of any action based on any state of facts or events occurring on or prior to the Closing Date including but not limited to pending litigation;

(f)            Employment Matters .   Except to the extent expressly set forth on Schedule 1.03 , and subject to the limits set forth thereon, any liabilities and obligations of Seller for any workers’ compensation, payroll and other Taxes (or withholdings or similar items and any wages, bonuses, commissions, sick pay or vacation payments, severance payments or other compensation;

(g)            Violation of Law .   Any violation or non-compliance with applicable law by Seller relating to the Business;

(h)            Intercompany Liabilities .   Any liabilities or obligations of Seller to any subsidiary of Seller, any shareholder or other related or affiliated person; and

(i)            Accounts Payable; Current and Long Term Liabilities .   Except to the extent expressly set forth on Schedule 1.03 , and subject to the limits set forth thereon, any and all accounts payable (including any past due payables) and current or long term liabilities of Seller.

(a)            Purchase Price .   For purposes of this Agreement, the purchase price of the Assets (the “ Purchase Price ”) shall be deemed to be equal to the sum of (i) the amount paid by Buyer or Parent to FSB on behalf of Seller pursuant to Section 1.04(f), (ii) the Assumed Liabilities, (iii) the unpaid principal amount of the Estimated Goodwill Note outstanding from time to time and (iv) the unpaid principal amount of the Goodwill True-up Note, if any, outstanding from time to time.

(b)            Allocation . After a thorough analysis of the transaction and arms’ length negotiations between the parties, Buyer and Seller agree that the Purchase Price shall be allocated as set forth on Schedule 1.07 attached hereto. Buyer and Seller shall report, act and file any and all Tax Returns (as defined below) in all respects in a manner consistent with the said allocation. Neither Buyer nor Seller shall take any position inconsistent with such allocation upon examination of any Tax Return, in any refund claim, in any litigation, or otherwise unless required to do so by applicable law. Any adjustment to the Goodwill Gross-up shall be allocated among the Assets in manner consistent with Schedule 1.07 . Buyer and Seller shall be bound by the allocation of the Purchase Price, including the allocation of any Goodwill Gross-up, as set forth in this Section 1.07.

(c)            Cooperation . Buyer and Seller shall duly and timely file their respective Tax returns with respect to the sale of the Assets and payments hereunder in accordance with this Section 1.07. Buyer and Seller shall cooperate in the preparation of such Tax returns. In the event that any allocation hereunder is questioned, audited or disputed by any taxing authority, the party receiving notice thereof shall promptly notify and consult with the other party concerning the strategy for the resolution thereof, and shall keep the other party apprised of the status of such question, audit or dispute and the resolution thereof.

SECTION 1.08 Further Assurances .   If at any time after the Closing Date, Buyer shall reasonably consider or be advised that any further assignments or assurances in law or any other acts are necessary, (a) to vest, perfect or confirm, of record or otherwise, in Buyer, the title to Assets acquired by reason of, or as a result of, this Agreement, or (b) otherwise to carry out the purposes of this Agreement, Seller shall execute and deliver such other assignments or

assurances in law and will take such further action, as may be reasonably requested by Buyer to vest, perfect or confirm title to such property or rights in Buyer and otherwise to carry out the purposes of this Agreement; provided, however , if such assignments, assurances or other acts are not so promptly carried out by Seller, Seller agrees that Buyer and its proper officers and directors are fully authorized in the name of Seller to take any and all such action upon reasonable advance notice to Seller.

SECTION 2.01 Representations and Warranties of Seller .   As used in this Section 2.01, Seller will be deemed to have “ Knowledge ” of a particular fact or matter if: (i) any of Seller’s officers, directors or stockholders is actually aware of such fact or matter or (ii) a prudent individual could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonable investigation; provided, however , that no such individual shall be required to consult any docket or public records or make any inquiry of any unrelated third parties. Except as set forth on Schedule 2.01 attached hereto (the “ Disclosure Schedule ”) delivered by Seller to Buyer concurrently with the execution of this Agreement, Seller represents and warrants to Buyer as follows:

(a)         Organization and Qualification, etc .   Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa. Seller has full power and authority to own all of its properties and assets and to carry on its business as it is now being conducted. Seller is duly qualified to do business and is in good standing in each other jurisdiction as set forth in Section 2.01(a) of the Disclosure Schedule where the failure to so qualify would have a Material Adverse Effect (as hereinafter defined). For purposes of this Agreement, “ Material Adverse Effect ” means any change in, or effect on, or series of related changes in, or related effects on, the business of such party as currently conducted by such party and its subsidiaries which, when taken as a whole, is materially adverse to the results of its operations or financial or other condition before giving effect to the transactions contemplated by this Agreement and other than such changes or effects generally affecting the industry of such party and its subsidiaries or the economy of the United States.

(b)            Authority Relative to Agreement .   Seller has the power and authority to execute and deliver this Agreement and each of the other agreements, documents and instruments to be executed and delivered pursuant to this Agreement (together, the “ Seller Documents ”) and to consummate the transactions contemplated on the part of Seller hereby and thereby. No other legally required proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement or of the Seller Documents, or the consummation by Seller of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, and is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors’ rights generally and (ii) general principles of equity, including concepts of reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law). The Seller Documents, when executed and delivered by Seller, shall be duly executed and delivered by Seller, and shall be valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject only to the exceptions set forth in the preceding sentence.

(c)            Non-Contravention .   The execution and delivery of this Agreement by Seller do not, and the execution and delivery by Seller of the Seller Documents and the consummation by Seller of the transactions contemplated hereby and thereby will not, (i) violate any provision of the Articles of Incorporation or By-Laws of Seller, or (ii) violate, or result, with the giving of notice or the lapse of time or both, in a violation of, any provision of, or result in the acceleration of or entitle any party to accelerate any obligation under, or result in the creation or imposition of any material lien, charge, pledge, security interest or other encumbrance upon any of the Assets pursuant to any provision of, any mortgage or lien or material lease, agreement, license or instrument or any order, arbitration award, judgment or decree to which Seller is a party or by which any of the Assets is bound, or (iii) violate any law, ordinance or regulation to which Seller or the Assets is subject. Except as set forth in Section 2.01(c) of the Disclosure Schedule, n o consent or approval by any third party is required in connection with the execution, delivery and performance of this Agreement or the Seller Documents by Seller.

(d)            Litigation .   To the Knowledge of the Seller, there are no actions, suits or proceedings with respect to the Assets or the Business pending or threatened against Seller, at law or in equity, or before or by any federal, state, municipal, foreign or other governmental department, commission, board, bureau, agency or instrumentality (individually, a “ Governmental Entity ”) other than those set forth in Section 2.01(d) of the Disclosure Schedule. To the Knowledge of Seller, there is no investigation pending or threatened against Seller, its properties or any of its officers or directors by or before any Governmental Entity. No Governmental Entity has at any time challenged or questioned the legal right of the Business to offer or sell any of its products.

(e)            Government Approvals; Permits .

(i)           No consent, authorization, order or approval of, or filing or registration with, any Governmental Entity is required for the execution and delivery of this Agreement or the Seller Documents by Seller and the consummation by Seller of the transactions contemplated hereby and thereby.

(ii)           Except as set forth in Section 2.01(e)(ii) of the Disclosure Schedule, neither the delivery by Seller of this Agreement or the Seller Documents, nor the operation by Seller of the Business, requires any permit, certificate, license, consent, approval or authorization of any Governmental Entity (each, a “ Permit ”). All Permits identified in Section 2.01(e)(ii) of the Disclosure Schedule are valid, in full force and effect, and are transferable to Buyer without the consent or approval of any Governmental Entity.

(f)            Liabilities; Contracts . Seller has no liabilities or obligations, contingent or otherwise, other than as set forth in Section 2.01(f) of the Disclosure Schedule. Section 2.01(f) of the Disclosure Schedule sets forth a true and complete list of all contracts and leases, whether written or oral, to which Seller is a party or by which any of the Assets may be bound. All such contracts and leases are valid and in full force and effect in accordance with their respective terms. Except as set forth on Section 2.01(f) of the Disclosure Schedule, there are no defaults under any such contracts or leases attributable to Seller, and no material event has occurred which (whether or not with notice, lapse of time or both) would constitute a default.

(g)            Absence of Certain Changes or Events .   Except as set forth in Section 2.01(g) of the Disclosure Schedule, Seller has not:

(i)           to its Knowledge, waived or released, under any contract, rights of Seller with respect to the Assets having value to the Business, other than in any case in the ordinary course of business and consistent with past practice;

(ii)           suffered any labor trouble or claim of wrongful discharge, discrimination or other unlawful labor practice or action;

(iii)           commenced or threatened to commence any lawsuit or proceeding against a third party;

(iv)           negotiated or agreed to do any of the things described in the preceding clauses (i) through (iii); or

(v)           suffered any Material Adverse Effect.

(h)            Title to Assets; Absence of Liens and Encumbrances, etc .   Upon the consummation of the transactions contemplated by this Agreement, Buyer will acquire from Seller good and marketable title to all of the Assets, free and clear of any liens, charges, pledges, security interests or other encumbrances except those set forth in Section 2.01(h) of the Disclosure Schedule. Section 2.01(h) of the Disclosure Schedule sets forth a true and correct list of all fixed assets and equipment of Seller as of the date of this Agreement. The Assets include all assets, properties, rights, interests and claims used in the conduct of the Business by Seller. The Assets are suitable for the uses for which they are presently used by Seller and are free from any material defects, ordinary wear and tear excepted. SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CONVEYS ALL ASSETS “AS IS” EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT.

(i)            Accounts Receivable .   Section 2.01(i) of the Disclosure Schedule sets forth a true and correct list of all accounts receivable of Seller as of the date of this Agreement. All accounts receivable included within the Assets have arisen from bona fide sales in the ordinary course of business, are in the process of collection and, to Seller’s Knowledge, are collectible in the ordinary course of business. None of such accounts receivable are subject to any counterclaims, defenses or set-offs, or are otherwise in dispute.

(j)            Inventories . Section 2.01(j) of the Disclosure Schedule sets forth a true and correct list of all inventory of Seller, including supplies, raw materials and work in process and finished goods, as of the date of this Agreement. All inventories included within the Assets are of a quality and quantity usable and salable in the ordinary course of the Business.

(k)            Confidentiality .   Seller has taken all steps that reasonably are required to protect Seller’s rights in confidential information of the Business or provided by any other person to Seller. Without limiting the foregoing, Seller has and enforces a policy requiring each employee, consultant and contractor to execute proprietary information, confidentiality and assignment agreements, and all current and former employees, consultants and contractors of Seller have executed such an agreement.

(l)            Employees; Employee Benefits .   Section 2.01(l) of the Disclosure Schedule sets forth a true and complete list of the names and salaries, bonuses, vacation and other allowances, and other employment conditions, of all present officers and employees of Seller, including the last date of any increase in such persons’ compensation. Seller has never maintained, administered, or contributed to any “employee pension benefit plan,” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), any “multiemployer plan,” as defined in Section 3(37) of ERISA, or any “employee welfare benefit plan,” as defined in Section 3(1) of ERISA (collectively, “ Employee Plans ”).

(m)            Compliance with Law; No Defaults . The Business is in material compliance with all applicable federal, state, or local laws, statutes, ordinances, rules, regulations and codes of any Governmental Entity applicable to the Business.   Seller is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal with respect to the Assets or the Business, and Seller has not been notified that it is in violation of any laws, ordinances, governmental rules or regulations to which it is subject with respect to the Assets or the Business, or that it has failed to obtain any Permit necessary to the ownership of the Assets or the operation of the Business.

(n)            Restrictions on Activities .   There is no agreement (noncompete or otherwise), commitment, judgment, injunction, order or decree to which Seller is a party or otherwise binding upon Seller which has or reasonably would be expected to have the effect of prohibiting or impairing any business practice of Seller.

(o)            Insurance .   Section 2.01(o) of the Disclosure Schedule summarizes the amount and kinds of insurance as to which Seller has insurance policies, contracts or fidelity bonds relating to the Business or the Assets. All such insurance policies, contracts and bonds are in full force and effect. There is no claim by Seller pending under any of such policies or bonds with respect to the Business or the Assets. All premiums due and payable under all such policies, contracts and bonds have been paid and Seller is otherwise in compliance in all material respects with the terms of such policies, contracts and bonds. No notice of cancellation or termination of any such insurance policies, contracts or bonds has been given to Seller by the carrier of any such policy, contract or policy.

(p)     Taxes .

(i)            Filing of Tax Returns .  Seller has timely filed with the appropriate taxing authorities all returns in respect of Taxes required to be filed through the date hereof and will timely file any such Tax Returns required to be filed on or prior to the Closing Date. The Tax Returns and other information filed with any taxing authority are complete and accurate in all material respects.

(ii)            Payment of Taxes .  All Taxes payable by Seller, in respect of periods ending on or before the Closing Date, have been timely paid, and Seller has no liability for Taxes in excess of the amounts so paid. Seller has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(iii)            Audits, Investigations or Claims .  There are no pending or threatened audits, investigations, claims or other actions for or relating to any additional liability of Seller in respect of Taxes, and there are no matters under discussion between Seller and any Governmental Entity with respect to Taxes. There are no tax liens on any of the Assets.

(iv)            Withholding of Purchase Price .  Seller is not, and never has been, a United States real property holding corporation within the meaning of Section 897 of the Code (as defined below), and Buyer will not be required to deduct and withhold any amount pursuant to Section 1445(a) of the Code or any provision of state, local or foreign law upon payment of the Purchase Price to the Seller.

(v)            Definitions .  “ Taxes ” shall mean any federal, state, county, local, or foreign tax, charge, fee, levy, impost, duty, or other assessment, including income, gross receipts, excise, employment, sales, use, transfer, recording, license, payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental, highway use, commercial rent, customs duty, capital stock, paid-up capital, profits, withholding, Social Security, single business, unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other tax or governmental fee of any kind whatsoever, imposed or required to be withheld by any Governmental Entity, including any estimated payments relating thereto, any interest, penalties, and additions imposed thereon or with respect thereto. “ Tax Return ” means any return, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes Seller. “ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

(q)            Brokers . All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Seller directly with Buyer without the intervention of any other person on behalf of Seller in such manner as to give rise to any valid claim by any other person against Seller or Buyer for a finder’s fee, brokerage commission or similar payment.

(r)            Representations Complete .   None of the representations or warranties made by Seller in this Agreement, nor any statement made in the Disclosure Schedule or in any certificate furnished by Seller to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

SECTION 2.02 Representations and Warranties of Buyer .   Buyer represents and warrants to Seller as follows:

(a)            Organization and Qualification, etc . Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Iowa. Buyer has full corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted. Buyer is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect.

(b)            Authority Relative to Agreement .   Buyer has the power and authority to execute and deliver this Agreement and each of the other agreements, documents and instruments to be executed and delivered pursuant to this Agreement (together, the “ Buyer Documents ”) and to consummate the transactions contemplated on its part hereby and thereby. This Agreement has been duly executed and delivered by Buyer, and, assuming the due authorization, execution and delivery at the Closing Date of this Agreement by Seller, is its valid and binding agreement, enforceable against Buyer, in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization or similar laws relating to