Legal Acquisition Certificate

LEGAL ACQUISITION CERTIFICATE

This Legal Acquisition Certificate (the Certificate) is executed as of Effective Date: by and between Acquirer Name: and Transferor Name: .

RECITALS

WHEREAS, Transferor is the sole legal and beneficial owner of the assets, equity, rights and interests described in Schedule A attached hereto and summarized in Description of Assets:

WHEREAS, Acquirer desires to acquire and Transferor desires to sell, convey and transfer such assets, equity, rights and interests pursuant to the terms and subject to the conditions set forth in this Certificate and any related acquisition documents (collectively, the Transaction Documents);

WHEREAS, the parties desire to set forth certain certifications and confirmations required to effect the closing of the acquisition and to preserve the records of the parties and third parties relying upon such certification.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used in this Certificate and not otherwise defined shall have the meanings set forth in the Transaction Documents. For purposes of this Certificate, "Closing" means the date upon which transfer of title, equity or assets is effectuated in accordance with the Transaction Documents and applicable law.

2. CERTIFICATION OF ACQUISITION

2.1. Transfer of Title. Transferor hereby certifies that, effective as of the Closing, all right, title and interest in and to the assets and/or equity described in Description of Assets have been transferred, conveyed and assigned to Acquirer, free and clear of all Liens except for the Permitted Encumbrances set forth in the Transaction Documents.

2.2. Consideration. The consideration paid by Acquirer to Transferor for the acquisition is Purchase Price: and is to be delivered in accordance with Payment Terms:

3. AUTHORITY AND APPROVALS

3.1. Corporate or Other Power. Each party represents and warrants that it has full corporate or other requisite power and authority to execute and deliver this Certificate and to perform its obligations hereunder; that the persons signing on behalf of each party are duly authorized; and that no other corporate or member approvals are required except as disclosed in Closing Conditions below.

3.2. Board and Stockholder Actions. To the knowledge of the certifying officer of each party, all corporate, partnership or other required approvals, consents and actions of boards, members or equity holders necessary to effectuate the acquisition have been duly obtained and remain in full force and effect.

4. CONDITIONS PRECEDENT

4.1. The certifications set forth in this Certificate are made subject to the fulfillment, waiver or satisfaction of all conditions precedent contained in the Transaction Documents and to all governmental filings and consents identified in Governmental Approvals:

5. REPRESENTATIONS AND WARRANTIES

5.1. Transferor Representations. Transferor represents and warrants to Acquirer that, as of the Closing, (a) it is the lawful owner of the assets or equity being transferred; (b) such assets or equity are free of undisclosed Liens; (c) there are no pending suits, claims or proceedings against the assets that would materially impair their value; and (d) the information provided to Acquirer in connection with the Transaction Documents is true, complete and correct in all material respects.

5.2. Acquirer Representations. Acquirer represents and warrants to Transferor that it has sufficient funds and authority to perform its obligations and that its acquisition will not violate any material law or agreement to which it is a party.

6. INDEMNIFICATION

6.1. Each party agrees to indemnify and hold harmless the other party against any losses, liabilities, claims, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of the representations, warranties or covenants made by the indemnifying party in this Certificate. Indemnification Procedures and limitations shall be as set forth in Indemnification Details:

7. FILINGS, RECORDS AND TRANSFER OF POSSESSION

7.1. The parties shall execute and deliver all instruments of transfer, assignments, and documents necessary or reasonably requested to effectuate the transfer of the assets or equity, and shall make all filings with governmental authorities as required by applicable law.

7.2. Custody of Records. Transferor certifies that it will deliver to Acquirer all relevant books, records, contracts, permits and instruments relating to the acquired assets in the form and condition required by the Transaction Documents.

8. NOTICES

9. AMENDMENTS; WAIVER

9.1. This Certificate may be amended or modified only by a written instrument executed by both parties. No waiver of any provision of this Certificate shall be effective unless in writing and signed by the party against whom such waiver is asserted.

10. COUNTERPARTS

10.1. This Certificate 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.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1. Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

11.2. Severability. If any provision of this Certificate is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

11.3. Entire Agreement. This Certificate contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

ADDITIONAL INFORMATION

Asset Purchase Equity Purchase / Stock Membership/Interest Transfer Other

CERTIFICATION

Each party, by the signature of its authorized representative below, certifies that the matters set forth in this Certificate are true and correct to the best of such party's knowledge as of the date hereof, and that the signatory is authorized to execute this Certificate on behalf of the party.

Sign Now