Buy-Back Agreement Template

BUY-BACK AGREEMENT

This Buy-Back Agreement (the Agreement) is made as of the day of , by and between Seller Name: , a , with principal address ; and Buyer Name: , a , with principal address .

RECITALS

WHEREAS, Seller owns or controls certain assets described as:

WHEREAS, Buyer acquired the Assets from Seller pursuant to a purchase or other transfer and the parties desire to set forth the terms under which Seller may repurchase the Assets from Buyer; and

WHEREAS, the parties intend that this Agreement set forth the conditions, timing, price and procedures for any repurchase by Seller and the rights and remedies of the parties in the event of default or dispute.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Assets" means the assets identified in the Description of Assets and any replacements, substitutions or proceeds thereof.

1.2 "Repurchase Date" means the date on which Seller exercises the repurchase right in accordance with Section 2 and closing occurs pursuant to Section 4.

2. GRANT OF REPURCHASE RIGHT

2.1 Subject to the terms and conditions of this Agreement, Buyer grants to Seller the right and option to repurchase the Assets (the Repurchase Right) during the Repurchase Period specified below.

Commencing on and ending on .

2.2 The Repurchase Right may be exercised by Seller by giving written notice to Buyer in accordance with Section 9 no later than the Repurchase Date and by performing Seller's obligations at closing.

3. REPURCHASE PRICE; PAYMENT TERMS

3.1 Repurchase Price. The repurchase price for the Assets shall be: (the Repurchase Price), subject to adjustments set forth herein.

3.2 Adjustments. The Repurchase Price shall be adjusted to reflect reasonable prorations, outstanding liabilities associated with the Assets, and any agreed set-offs. Any dispute regarding adjustments shall be resolved in accordance with Section 7.

4. CLOSING

4.1 Closing. The closing of any repurchase under this Agreement (Closing) shall occur on the Repurchase Date or such other date as the parties agree in writing. At Closing, Seller shall pay the Repurchase Price in the manner set forth in Section 3 and Buyer shall deliver the Assets free and clear of liens except as otherwise agreed.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to any Assets it transfers to Buyer; (b) Seller has full corporate or organizational power and authority to enter into and perform this Agreement; and (c) the execution and performance of this Agreement by Seller will not violate any contract, law or order applicable to Seller.

5.2 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer has all requisite power and authority to enter into and perform this Agreement; (b) Buyer has received the Assets in the condition warranted by Seller at the time of original transfer; and (c) there are no liens, claims or encumbrances on the Assets except as disclosed in writing to Seller prior to the Effective Date.

6. COVENANTS

6.1 Cooperation. Each party shall cooperate in good faith to effectuate the transactions contemplated by this Agreement, including executing instruments of transfer and delivering any necessary documentation at or prior to Closing.

6.2 Preservation of Condition. Buyer shall take commercially reasonable steps to preserve the condition and value of the Assets prior to repurchase, ordinary wear and tear excepted.

7. DEFAULT; REMEDIES

7.1 Event of Default. An Event of Default occurs if either party fails to perform any material obligation under this Agreement and such failure continues unremedied for thirty (30) days after written notice from the non-defaulting party, provided that monetary defaults shall be cured within ten (10) days of notice.

7.2 Remedies. Upon an Event of Default, the non-defaulting party shall be entitled to seek specific performance, injunctive relief or monetary damages. The remedies provided herein are cumulative and not exclusive.

8. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of a representation, warranty or covenant contained in this Agreement, except to the extent caused by the gross negligence or willful misconduct of the Indemnified Party.

9. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier, or by email with confirmation of receipt to the addresses set forth below or to such other address as either party may designate by notice to the other.

10. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision is effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not constitute a waiver of any other breach.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the state of without regard to conflicts of law principles.

12. ENTIRE AGREEMENT

This Agreement, including the recitals and any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations relating thereto.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or other corporate reorganization.

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