Closing Agreement Form

CLOSING AGREEMENT FORM

This Closing Agreement ("Agreement") is made as of between Party A: , Entity Type: and Party B: , Entity Type: .

RECITALS

WHEREAS, the parties desire to effectuate a closing of a transaction described as: (the "Transaction");

WHEREAS, the parties have agreed upon certain terms, allocations, deliveries and escrows to be effected at closing and desire to set forth their respective obligations, representations, warranties and indemnities;

WHEREAS, the parties intend by this Agreement to bind themselves with respect to the conduct of the closing and the post-closing obligations and to allocate risks associated with the Transaction.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Transaction documents. "Closing" means the consummation of the Transaction on the Closing Date in accordance with this Agreement.

2. CLOSING DATE, TIME AND LOCATION

The Closing shall occur on or before (the "Closing Date") at or at such other time and place as the parties may mutually agree in writing.

3. PURCHASE PRICE; CONSIDERATION; PAYMENT

The total consideration for the Transaction (the "Purchase Price") shall be payable as follows:

4. CLOSING DELIVERIES

At Closing, each party shall deliver the documents and instruments required by the Transaction documents and applicable law. The parties expressly agree that the following documents shall be delivered:

5. CLOSING COSTS AND PRORATIONS

Unless otherwise agreed, closing costs, taxes, assessments, rents, utilities and other items customarily prorated in transactions of this type shall be prorated as of the Closing Date. The parties agree to allocate specific costs as set forth below.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that as of the date of this Agreement and as of the Closing (unless otherwise expressly qualified): (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) performance will not violate any material agreement, law or order.

7. COVENANTS

Each party covenants to use commercially reasonable efforts to satisfy the conditions to Closing, to execute and deliver documents set forth in this Agreement, and to cooperate in good faith to effectuate the Transaction in a timely manner.

8. CONDITIONS TO CLOSING

The obligations of each party to close are subject to the satisfaction (or written waiver) of customary conditions precedent, including but not limited to the delivery of documents described herein, absence of material adverse changes, receipt of consents, and satisfactory clearance of any required title or lien searches.

9. INDEMNIFICATION; LIMITATIONS

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants set forth in this Agreement. Indemnification obligations shall survive Closing for months, except for claims based on fraud which shall survive as provided by applicable law.

10. TITLE, ESCROW AND DELIVERY TO ESCROW AGENT

Title to the subject assets or interests shall be delivered free and clear of all liens and encumbrances except as expressly permitted. The parties appoint: Escrow/Title Agent: to hold and disburse funds and documents in accordance with escrow instructions agreed by the parties.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party may designate by notice).

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Entire Agreement: This Agreement, together with the Transaction documents and any written exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most nearly effects the parties' original intent.

13. AMENDMENTS; WAIVER; COUNTERPARTS

Amendments and Waivers: Any amendment or waiver of any provision of this Agreement must be in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

Counterparts: This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective to bind the sending party.

14. MISCELLANEOUS PROVISIONS

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