1.5            “ Closing ” has the meaning set forth in Section 3.2.

 

1.6            “ Closing Date ” has the meaning set forth in Section 3.2.

 

1.7            “ Closing Shares ” has the meaning set forth in Section 3.1.

 

1.8            “ Code ” means the Internal Revenue Code of 1986, as amended.

 

1.9            “ Collateral Agreements ” shall mean all agreements, documents and other instruments required to be executed by the Parties in connection with the transactions contemplated by this Agreement, including, without limitation, the Selling Shareholder Employment Agreements, the Purchaser Employment Agreements, and the Lock-Up Agreements.

 

1.10          “ Common Stock ” has the meaning set forth in Section 3.1.

 

1.11          “ Contracts ” means all contracts, agreements, licenses, warranties, guaranties, indentures, bonds, options, leases of personal property, sales orders, purchase orders, commitments or binding arrangements of any nature whatsoever, express or implied, written or unwritten, and all amendments thereto, entered into by or binding upon a Person or to which any of its properties may be subject.

 

1.12          “ Excluded Liabilities ” has the meaning set forth in Section 2.4 below.

 

1.13          “ GAAP ” means U.S. generally accepted accounting principles consistently applied, as in effect from time to time.

 

1.14          “ Indemnified Party ” has the meaning set forth in Section 7.4 below.

 

1.15          “ Indemnifying Party ” has the meaning set forth in Section 7.4 below.

 

1.16          “ JV Agreement ” has the meaning set forth in the recitals above.

 

1.17          “ Knowledge ” means, with respect to any Person, the actual knowledge of such Person, the knowledge that such Person would have a reason to acquire, and the knowledge that is imputed to such Person by operation of law.

 

1.18          “ Laws ” means any statute, ordinance, law, rule, regulation, code, injunction, judgment, order, decree, ruling, or other requirement enacted, adopted or applied by any Regulatory Authority, including judicial decisions applying common law or interpreting any other Law.

 

1.19          “ Legal Proceeding ” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Regulatory Authority or arbitrator.

 

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1.20          “ Liabilities ” means any direct or indirect liability, indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any type, whether known or unknown, accrued, absolute, contingent, matured, unmatured, liquidated or unliquidated or otherwise.

 

1.21          “ Lock-Up Agreement ” has the meaning set forth in Section 5.7 below.

 

1.22          “ Loss ” means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including all attorneys’ fees and court costs.

 

1.23          “ Material Adverse Effect ” or “ Material Adverse Change ” with respect to a Person means a material adverse effect on (i) the assets, liabilities, properties, business or prospects of such Person, (ii) the validity, binding effect or enforceability of this Agreement or the Collateral Agreements on such Person or (iii) the ability of such Person to perform its obligations under this Agreement or any of the Collateral Agreements.

 

1.24          “ Order ” means any writ, judgment, decree, ruling, injunction or similar order of any Regulatory Authority (in each such case whether preliminary or final).

 

1.25          “ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

 

1.26          “ Organizational Documents ” means, as applicable, (a) the articles or certificate of incorporation, all certificates of determination and designation, and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate or articles of limited partnership of a limited partnership; (d) the operating agreement, limited liability company agreement and the certificate or articles of organization or formation of a limited liability company; (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of any other Person; and (f) any amendment to any of the foregoing.

 

1.27          “ Party ” has the meaning set forth in the recitals above.

 

1.28          “ Performance Shares ” has the meaning set forth in Section 5.1.

 

1.29          “ Permits and Licenses ” means all permits, approvals, orders, authorizations, consents, licenses, certificates, franchises, examples of, or filings or registrations with, any court or governmental entity in any jurisdiction, which have been issued or granted to, or are assumed or owed by, Company in connection with the Business or use of the Purchased Assets and all pending applications therefor.

 

1.30          “ Person ” means any natural person, individual, firm, corporation, including a non-profit corporation, partnership, trust, unincorporated organization, association, limited liability company, labor union, Regulatory Authority or other entity.

 

1.31          “ Purchaser ” has the meaning set forth in the recitals above.

 

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1.32          “ Purchaser Business ” means the business of New World Brands, Inc, as presently operated.

 

1.33          “ Purchaser Employment Agreements ” has the meaning set forth in Section 5.3 below.

 

1.34          “ Purchaser Released Party(s) ” has the meaning set forth in Section 5.10 below.

 

1.35          “ Purchase Price ” has the meaning set forth in Section 3.1 below.

 

1.36          “ Purchased Assets ” shall have the meaning set forth in Section 2.1 below.

 

1.37          “ Regulatory Authority ” means: any (i) federal, state, local, municipal or foreign government; (ii) governmental or quasi-governmental authority of any nature (including without limitation any governmental agency, branch, department, official, instrumentality or entity and any court or other tribunal; (iii) multi-national organization or body; or (iv) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulation or taxing authority or power of any nature.

 

1.38          “ Retail Division ” means New World Brands, Inc.’s definition of retail division as defined by NWB’s general ledger.

 

1.39          “ SEC ” means the United States Securities and Exchange Commission.

 

1.40          “ Security Interest ” means any mortgage, pledge, security interest, encumbrance, charge, or other lien.

 

1.41          “ Securities Act ” means the Securities Act of 1933, as amended.

 

1.42          “ Seller ” shall have the meaning set forth in the preface above.

 

1.43          “ Seller Business ” means all of Seller’s right, title and interest in and to the JV Agreement, as specifically set forth in this Agreement, as presently operated.

 

1.44          “ Seller Disclosure Schedules ” has the meaning set forth in Section 4.1 below.

 

1.45          “ Seller Related Person(s) ” has the meaning set forth in Section 5.10 below.

 

1.46          “ Seller Related Person Claims ” has the meaning set forth in Section 5.10 below.

 

1.47          “ Selling Shareholders ” shall have the meaning set forth in the preface above.

 

1.48          “ Selling Shareholder Employment Agreements ” has the meaning set forth in Section 5.2 below.

 

1.49          “ Shares ” means, collectively, the Closing Shares and the Performance Shares.

 

1.50          “ Taxes ” means any U.S. or non U.S. federal, state, provincial, local or foreign (i) income, corporation gross income, gross receipts, license, payroll, employment, excise,

 

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severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, intangible property, recording, occupancy, sales, use, transfer, registration, value added minimum, ad valorem or excise tax, estimated or other tax of any kind whatsoever, including any interest, additions to tax, penalties, fees, deficiencies, assessments, additions or other charges of any nature with respect thereto, whether disputed or not; and (ii) any liability for the payment of any amount of the type described in (i) above.

 

1.51          “ Tax Returns ” means all federal, state, local, provincial and foreign tax returns, declarations, reports, claims, schedules and forms for refund or credit or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

 

Article II
Purchase and Sale of Assets

 

2.1            Sale and Purchase of Assets .  Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire, assume, accept and take possession of, all of Sellers’ right, title and interest in and to the following (collectively, the “ Purchased Assets ”):

 

(a)            All of Seller’s right, title and interest in and to the JV Agreement; and

 

(b)            $100,000 in cash.

 

2.2            Assignment of JV Agreement .  In connection with the transactions contemplated by this Agreement, and upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing, Seller shall assign to Purchaser, and Purchaser shall accept, all rights and obligations of Seller under the JV Agreement which assignment shall be made and accepted subject to all of the terms and conditions of the JV Agreement as provided herein.

 

2.3            Assumed Liabilities .   In connection with the sale, transfer, conveyance, assignment and delivery of the Assumed Contract pursuant to this Agreement, at the Closing, Purchaser shall assume and become liable for only those Liabilities arising out of the Assumed Contract, but not including any obligation or liability for any breach by Seller (or the Selling Shareholders) thereof arising or occurring prior to the Closing Date (collectively “ Assumed Liabilities ”).

 

2.4            Excluded Liabilities .  Except for the Assumed Liabilities expressly assumed by the Purchaser pursuant to Section 2.2 of this Agreement, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and shall have no liability for, any debts, Liabilities or obligations of Seller, the Selling Shareholders or the Seller Business of any kind, character or description whatsoever, contingent or otherwise, and regardless of whether any such debt, Liability or obligation is disclosed in this Agreement (the “ Excluded Liabilities ”).

 

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2.5            Extinguishment of Indebtedness .  In connection with the transactions contemplated under this Agreement, and in consideration of the Purchase Price and other good and valuable consideration provided herein, Seller hereby agrees to extinguish any unpaid but due profits from Purchaser to Seller with respect to the JV Agreement and any debt associated with capital purchases under said JV Agreement (“ Purchaser Indebtedness ”)  Seller agrees and acknowledges that Purchaser shall have no obligation to repay the Purchaser Indebtedness to Seller, and Seller shall have no right to demand Purchaser’s repayment of such indebtedness. Seller, on behalf of Seller and Seller’s Affiliates, heirs, successors and assigns, hereby releases and discharges Purchaser from any and all claims, demands, rights, causes of action, proceedings, orders, remedies, obligations, damages and liabilities of whatsoever kind or character arising in connection with, or out of, the Purchaser Indebtedness.

 

Article III
Purchase Price and Closing

 

3.1            Purchase Price .  The purchase price for the Purchased Assets shall consist of the following (collectively, the “ Purchase Price ”):

 

(a)            47,658,374 shares of common stock of Purchaser, par value $0.01 per share (“ Common Stock ”), valued at $0.006333 per share (the “ Closing Shares ”), which such Closing Shares shall be issuable to Seller as follows:

 

(i)             at the Closing:  38,836,584 shares ,

 

(ii)            and on January 15, 2010: 8,821,791 shares

 

(b)            Performance Shares may be issuable to the Selling Shareholders subject to and in accordance with the terms and conditions of Article V hereof.  The Closing Shares and the Performance Shares are collectively referred to herein as the “ Shares .

 

3.2            Closing .  Subject to the provisions of Article VIII hereof as to termination of this Agreement, the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall occur on the day that all the conditions to the obligations of the Parties to consummate the transactions contemplated hereby are satisfied (or waived in writing) (the “ Closing Date ”).

 

3.3            Transfer Taxes .  Seller shall be responsible for any documentary and transfer Taxes and any sales, use or other Taxes imposed by reason of the transfers of the Purchased Assets provided under this Agreement and any deficiency, interest or penalty asserted with respect thereto.

 

3.4            Passage of Title at Closing .  At the Closing, as contemplated in this Agreement, title to the Purchased Assets shall pass to Purchaser.  At the Closing, Seller and Selling Shareholders will put Purchaser in full, complete and quiet possession and enjoyment of all of the Purchased Assets.

 

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Article IV
Representations and Warranties

 

4.1            Representations and Warranties of Seller and Selling Shareholders .  Seller and the Selling Shareholders, jointly and severally, represent and warrant to Purchaser that the statements contained in this Section 4.1 are true, accurate and complete as of the date of this Agreement and will be true, accurate and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4.1), except as set forth in the disclosure schedules accompanying this Agreement (the “ Seller Disclosure Schedules ”).  The Seller Disclosure Schedules are arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement, including Article IV hereof.

 

(a)            Organization, Qualification, and Corporate Power .  Seller is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization.  Seller is duly authorized to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification.  Seller has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

 

(b)            Capitalization .  All of the issued and outstanding shares of capital stock of Seller are owned by the Selling Shareholders.  There are no other shares of capital stock of Seller issued or outstanding.  Seller’s outstanding common stock has been duly and validly issued and is fully paid and nonassessable.  There are not outstanding any warrants, options or other rights to acquire any of Seller’s capital stock that would affect the transactions contemplated by this Agreement.

 

(c)            Authorization .    The execution and delivery by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action of Seller (and Selling Shareholders, as applicable). Seller and the Selling Shareholders have full power and authority (corporate or otherwise) to execute, deliver and perform this Agreement, the Collateral Agreements and any other agreements and instruments to be executed and delivered by them in connection with the transactions contemplated hereby and to perform the obligations thereunder.  This Agreement, the Collateral Agreements and any other agreement in connection with this Agreement, constitute the valid and legally binding obligation of Seller and the Selling Shareholders, enforceable in accordance with their respective terms and conditions.

 

(d)            Consents and Approvals .  No consent, approval, authorization or order of, registration or filing with, or notice to, any Regulatory Authority or any other Person is necessary to be obtained, made or given by any of Seller and the Selling Shareholders in connection with the execution, delivery and performance by them of this Agreement or any applicable Collateral Agreement, or for the consummation by Seller and the Selling Shareholders of the transactions contemplated by this Agreement.

 

(e)            Noncontravention .  Neither the execution and the delivery of this Agreement, the Collateral Agreements, nor the consummation of the transactions contemplated hereby or thereby, will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any Regulatory Authority, governmental

 

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agency, or court to which any of Seller and the Selling Shareholders are subject or any provision of the charter or bylaws of Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract, Permit and License, Security Interest, lease, sublease, franchise, indenture, agreement, mortgage for borrowed money, instrument of indebtedness or other obligation to which any of Seller and the Selling Shareholders is a party or by which any of Seller and the Selling Shareholders is bound or to which any of the Purchased Assets is subject (or result in the imposition of any Security Interest upon any of the Purchased Assets).

 

(f)             Undisclosed Liabilities .  Seller has no liability relating to the Purchased Assets (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes, except as set forth in Schedule 4.1(f)  of the Seller Disclosure Schedules.

 

(g)            Brokers’ Fees .  Except as set forth in Schedule 4.1(g)  of the Seller Disclosure Schedules, neither Seller nor any Selling Shareholder has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

 

(h)            Legal Proceedings .  Schedule 4.1(h)  of the Seller Disclosure Schedules sets forth an accurate and complete description as of the date hereof of every pending or threatened Legal Proceeding of any nature, domestic or foreign, criminal or civil, at law or in equity, by or against or otherwise affecting Seller, the Seller Business, or any of the Purchased Assets.  Except as disclosed in Schedule 4.1(h)  of the Seller Disclosure Schedules, Seller is not in default with respect to any Order by which it is bound or to which its property is subject and there exists no Order enjoining or requiring Seller to take any action of any kind with respect to the Seller Business or the Purchased Assets.

 

(i)             Tax Matters .  Except as indicated in Schedule 4.1(i)  of the Seller Disclosure Schedules:

 

(i)             Within the times and in the manner prescribed by applicable Law, Seller has filed all Tax Returns relating to the Purchased Assets and the Seller Business, which Seller is required to file, has paid or provided for all Taxes shown thereon to be due and owing by it and has paid or provided for all deficiencies or other assessments of Taxes, interest or penalties owed by it; no Regulatory Authority has asserted, or will successfully assert, any claim for the assessment of any additional Taxes of any nature with respect to any periods covered by any such Tax Returns; all Taxes which are required to be withheld or collected by Seller have been duly withheld or collected and, to the extent required, have been paid to the proper Regulatory Authority or properly segregated or deposited as required by Law;

 

(ii)            Each Tax Return filed by Seller fully and accurately reflects its liability for Taxes for such year or period and accurately sets forth all items (to the extent required to be included or reflected in such Tax Returns) relevant to its future liabilities for Taxes, including the Tax bases of its properties and assets;

 

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(iii)           No audit or unassessed Tax deficiency of any Tax Return of Seller is in progress, proposed or threatened;

 

(iv)           Seller has not waived any statute of limitations in respect of the Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency relating to the Company;

 

(v)            Within the times and in the manner prescribed by law, each Selling Shareholder has filed all Tax Returns relating to Seller’s common stock or other equity interests held by them (including any dividends or capital stock distributed thereon), which such Selling Shareholder is required to file, has paid or provided for all Taxes shown thereon to be due and owing by him and has paid or provided for all deficiencies or other assessments of Taxes, interest or penalties owed by him; no Regulatory Authority has asserted, or will successfully assert, any claim for the assessment of any additional Taxes of any nature with respect to any periods covered by any such Tax Returns; all Taxes which are required to be withheld or collected by the Selling Shareholder have been duly withheld or collected and, to the extent required, have been paid to the proper Regulatory Authority or properly segregated or deposited as required by law; and

 

(vi)           Each Tax Return filed by each Selling Shareholder with respect to Seller’s common stock or other equity interests held by them fully and accurately reflects his liability for Taxes for such year.

 

(j)             JV Agreement .  Except as disclosed in Schedule 4.1(j)  of the Seller Disclosure Schedules, as of the date hereof:

 

(i)             The JV Agreement is a valid and binding obligation of the other contracting party enforceable in all material respects in accordance with its terms against the other contracting party and is in full force and effect. Seller is transferring all title to its interest in the JV Agreement and all revenue derived therefrom, in the past or future, to Purchaser free and clear of any Security Interest, obligation, encumbrance, pledge, hypothecation, and claim, whether past, current or future; or contingent or not;  and

 

(ii)            Seller has fulfilled all obligations required pursuant to the JV Agreement to have been performed by it prior to the date hereof; and

 

(iii)           No other contracting party to the JV Agreement is now in breach thereof or has breached the same in any respect within the 12-month period prior to the date hereof; Seller and Selling Shareholders have no Knowledge of any anticipated material breach thereof by any such party; and there are not now, nor have there been in the 12-month period prior to the date hereof, any disagreements or disputes between Seller and any other party to the JV Agreement relating to the validity or interpretation of such Contract or to the performance by any party thereunder.

 

(k)            Accredited Investor .  In respect of the Shares issuable to the Selling Shareholders as contemplated herein, each Selling Shareholder hereby represents and warrants as follows:

 

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(i)             he is an “accredited investor” as defined in Rule 501(a) of Regulation D, promulgated under the Securities Act;

 

(ii)            he has sufficient knowledge and experience in investing in companies similar to Purchaser so as to be able to evaluate the risks and merits of its investment in Purchaser and it is able financially to bear the risks thereof, has adequate means of providing for his current financial needs and possible contingencies that may face him and has no need for liquidity in his investment in Purchaser;

 

(iii)           it is the present intention that the Shares issuable to him under this Agreement are being acquired for investment and not with a present view to or for sale in connection with any distribution thereof; and

 

(iv)           he does not presently have any Contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or any third person with respect to the Shares issuable under this Agreement.

 

(l)             Disclosure .  No representation or warranty of Seller and the Selling Shareholders in this Agreement, and no information contained in the Seller Disclosure Schedules or other writing delivered by Seller and the Selling Shareholders pursuant to this Agreement or at the Closing contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

 

4.2            Representations and Warranties of Purchaser .  Purchaser represents and warrants to Seller and the Selling Shareholders that the statements contained in this Section 4.2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4.2):

 

(a)            Organization .  Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

 

(b)            Authorization .  Purchaser has full corporate power and authority to execute, deliver and perform this Agreement and the other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby and to perform its obligations thereunder.  This Agreement, the Collateral Agreements and any other agreement in connection with this Agreement shall constitute the valid and legally binding obligation of Purchaser, enforceable in accordance with its terms and conditions. To the Knowledge of Purchaser, and other than as required under applicable federal securities laws, Purchaser does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Regulatory Authority, government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

 

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(c)                                   Noncontravention .  To the Knowledge of Purchaser, neither the execution and the delivery of this Agreement and the Collateral Agreements, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which Purchaser is subject, or any provision of the charter or bylaws of Purchaser, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract, lease, sublease, license, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest, or other obligation to which Purchaser is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

 

(d)                                  Brokers’ Fees .  Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller or the Selling Shareholders could become liable or obligated.

 

Article V
Covenants

 

5.1                Performance Shares .  Subject to the terms and conditions of this Section 5.1, as additional consideration for the Purchased Assets, the Selling Shareholders shall be entitled to receive from Purchaser, and Purchaser shall be required to issue to the Selling Shareholders, up to an additional 72,341,626 shares of Common Stock representing the “ Performance Shares ” as follows:

 

(a)                                   If during the period commencing with the Closing and ending on the second anniversary of the Date of the start of operations of the Retail Division at a level of $20,000.00 in revenue per month (the “ Performance Period” ), Purchaser’s Retail Division (i.e., including operation of the Purchased Assets) shall generate revenues of at least $375,000 per month for three or more consecutive months, the Selling Shareholders shall be entitled to receive from Purchaser 6,697,683 shares of Common Stock, which such shares shall be issued as promptly as practicable but no later than 30 days following the date on which Purchaser’s accounting department finalizes Purchaser’s internal/unaudited financial statements for such third consecutive month;

 

(b)                                  If during the Performance Period, Purchaser’s Retail Division (i.e., including operation of the Purchased Assets) shall generate revenues of at least $750,000 per month for three or more consecutive months, the Selling Shareholders shall be entitled to receive from Purchaser 14,736,565 shares of Common Stock, which such shares shall be issued as promptly as practicable but no later than 30 days following the date on which Purchaser’s accounting dep