Legal ATR Agreement

LEGAL ATR AGREEMENT

This Legal ATR Agreement (the "Agreement") is made effective as of Effective Date: by and between Transferor Name: , with principal address at (the "Transferor"), and Transferee Name: , with principal address at (the "Transferee").

RECITALS

WHEREAS, Transferor owns, holds, or controls certain tangible and/or intangible assets, rights, interests, and claims described in Section 2 below (collectively, the "Assets");

WHEREAS, Transferor desires to transfer and assign to Transferee, and Transferee desires to acquire from Transferor, all of Transferor's right, title and interest in and to the Assets, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to effect the assignment, transfer and release of claims as set forth herein and to allocate the risks and liabilities between them as provided below.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Assets" means the assets, rights, properties and interests described in Section 2 and in the Asset Description field below, including but not limited to any contracts, claims, accounts, intellectual property rights, goodwill, and records relating thereto.

2. TRANSFER AND ASSIGNMENT

2.1 Transfer. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably assigns, transfers, conveys and delivers to Transferee all of Transferor's right, title and interest in and to the Assets free and clear of any Liens except as expressly provided in this Agreement.

2.2 Exceptions. The Assets conveyed do not include any assets expressly excluded by written schedule executed by the parties prior to Closing, or assets that are not transferable as a matter of law.

3. CONSIDERATION

In consideration for the transfer of the Assets, Transferee shall pay to Transferor the Purchase Price: $ (the "Purchase Price"), subject to customary adjustments as provided in this Agreement.

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. Transferor represents and warrants to Transferee that, as of the Effective Date and as of the Closing Date: (a) Transferor is the sole legal and beneficial owner of the Assets, free and clear of Liens except as expressly disclosed in writing; (b) Transferor has full power and authority to enter into and perform this Agreement and to transfer the Assets; (c) there are no pending or, to Transferor's knowledge, threatened claims, actions or proceedings affecting the Assets that would materially impair their value or transferability; and (d) the execution and performance of this Agreement by Transferor do not violate any agreement, law or order applicable to Transferor.

4.2 Transferee Representations. Transferee represents and warrants to Transferor that Transferee has full power and authority to enter into and perform this Agreement and has the financial ability to pay the Purchase Price in accordance with this Agreement.

5. COVENANTS

5.1 Conduct Prior to Closing. Between the Effective Date and the Closing Date, Transferor shall preserve and maintain the Assets in the ordinary course of business and shall not take any action that would materially impair the Assets or Transferor's ability to perform its obligations under this Agreement.

5.2 Cooperation. Each party shall use commercially reasonable efforts to furnish to the other all documents and instruments reasonably necessary to consummate the transactions contemplated by this Agreement.

6. INDEMNIFICATION

6.1 Indemnification by Transferor. Transferor shall indemnify, defend and hold harmless Transferee and its officers, directors, employees and agents from and against any and all losses, damages, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of: (a) Transferor's breach of any representation, warranty or covenant in this Agreement; and (b) any liabilities or obligations of Transferor related to the Assets arising prior to Closing.

6.2 Indemnification by Transferee. Transferee shall indemnify and hold Transferor harmless from and against any loss resulting from Transferee's breach of this Agreement or Transferee's assumption of liabilities expressly assumed at Closing.

6.3 Claims and Defense. A party seeking indemnification must give prompt written notice to the indemnifying party of any claim for which indemnification is sought. The indemnifying party shall have the right to assume defense of such claim with counsel of its choice; provided, however, that the indemnified party may participate in such defense with counsel at its own expense.

7. RELEASE

Upon the Closing and receipt of the Purchase Price as required by this Agreement, Transferor releases and forever discharges Transferee and its affiliates from any and all liabilities, claims, causes of action and demands, whether known or unknown, arising out of or relating to the Assets prior to the Closing, except for claims arising from Transferee's breach of this Agreement.

8. CLOSING

8.1 Closing Date and Place. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on Closing Date: at Closing Location: , or at such other date, time and place as the parties may agree in writing.

8.2 Transferor Deliverables. At the Closing, Transferor shall deliver to Transferee such bills of sale, assignments, endorsements, certificates and other instruments of transfer reasonably necessary to transfer the Assets to Transferee free and clear of Liens (except as otherwise set forth).

8.3 Transferee Deliverables. At the Closing, Transferee shall deliver to Transferor the Purchase Price and any other documents required by this Agreement.

Bill of Sale   Assignment of Contracts/Claims   Certificates of Title/Ownership   Other (describe below)

9. FURTHER ASSURANCES

Following the Closing, each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to carry out the intent and purposes of this Agreement and to give full effect to the transfer of the Assets.

10. NOTICES

All notices, requests, consents, claims, demands and other communications under this Agreement must be in writing and addressed to the parties at their respective addresses set forth below (or at such other address that a party may designate by notice to the other party).

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure or delay of either party to exercise any right shall not constitute a waiver of that right.

14. 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 of a signature shall be binding.

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