Buyer LLC Purchase Agreement

BUYER LLC PURCHASE AGREEMENT

This Buyer LLC Purchase Agreement (the Agreement) is made and entered into as of the day of , (Effective Date), by and between:

Recitals

WHEREAS, Seller owns and operates the business and assets described herein and desires to sell certain assets or membership interests related thereto; and

WHEREAS, Buyer is a limited liability company organized to acquire the assets or membership interests of the business and has the financial capacity to consummate the transactions contemplated by this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions upon which Buyer shall purchase and Seller shall sell the assets and/or membership interests described in Section 1.

1. Scope of Purchase

Seller agrees to sell, assign, transfer and convey to Buyer, and Buyer agrees to purchase from Seller, the following assets and rights (collectively, the Purchased Assets), free and clear of all liens and encumbrances except as expressly set forth in this Agreement:

The purchase includes all goodwill associated with the Purchased Assets and the benefit of all contracts, intellectual property, tangible property and customer lists listed below, except for assets specifically excluded in writing.

2. Purchase Price and Payment Terms

The total purchase price for the Purchased Assets shall be: $ (Purchase Price), payable as follows:

Payments shall be made by: Wire transfer Check Other:

3. Closing and Deliveries

The closing of the transactions contemplated by this Agreement (Closing) shall occur on or before day of , (Closing Date), or at such other time and place as the parties may mutually agree in writing.

4. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until all obligations under this Agreement are fulfilled or terminated as provided herein. The initial term begins on day of , and terminates on day of , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice.

5. Confidentiality

Each party acknowledges that, in connection with the transactions contemplated by this Agreement, it may receive confidential or proprietary information of the other party. Each party agrees to: (a) hold such information in strict confidence; (b) not disclose such information to any third party except its officers, directors, employees, attorneys or accountants on a need-to-know basis who are bound by confidentiality obligations no less protective than those contained herein; and (c) use such information solely for purposes of performing its obligations under this Agreement. Confidential information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is lawfully obtained from a third party without restriction; or (iii) is required to be disclosed by law or valid governmental order, provided the disclosing party is given prompt notice and a reasonable opportunity to seek protective relief.

6. Representations, Warranties and Covenants

Seller represents and warrants that: (a) it has full corporate or other organizational power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement, law or court order to which Seller is subject; and (c) Seller has good and marketable title to the Purchased Assets, free and clear of liens and encumbrances except as disclosed in writing prior to Closing.

Buyer represents and warrants that it has the requisite authority to enter into this Agreement and has or will have sufficient funds available to pay the Purchase Price in accordance with this Agreement.

7. Indemnification

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of that party's representations, warranties or covenants contained in this Agreement; and (b) that party's negligence, willful misconduct or fraud in connection with the performance of this Agreement. The indemnifying party shall have control of the defense and settlement of any claim, provided that the indemnified party shall have the right to participate in the defense at its own expense.

8. Miscellaneous

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 Buyer may assign its rights to an affiliate or successor in interest so long as Buyer remains primarily liable for performance.

Amendment. This Agreement may be amended or modified only by a written instrument executed by both parties.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective as original signatures.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of laws. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

10. Entire Agreement

This Agreement, including all schedules, exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

Signatures

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