Legal Closing Document

LEGAL CLOSING DOCUMENT

This Legal Closing Document (the "Agreement") is entered into as of by and between Seller Name: , an entity type: , and Buyer Name: , an entity type: .

RECITALS

WHEREAS, Seller owns certain assets and rights described as (the "Assets"); and

WHEREAS, Buyer desires to purchase and acquire, and Seller desires to sell and transfer, the Assets for the Purchase Price and upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to effect the transfer of the Assets at a closing (the "Closing") to occur at the Closing Location on or before .

NOW, THEREFORE

In consideration of the mutual covenants, representations and warranties 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 "Purchase Price" means the aggregate consideration to be paid by Buyer to Seller for the Assets in the amount of , payable in accordance with Section 3.

1.2 "Closing Documents" means the instruments, certificates and other documents required to be delivered at Closing by Seller and Buyer as described in Section 2.

2. CLOSING DELIVERABLES

2.1 Seller's Deliverables. At Closing, Seller shall deliver to Buyer: (a) duly executed deeds, bills of sale, assignments and other instruments of transfer necessary to vest in Buyer all right, title and interest in and to the Assets; (b) certificates of good standing and incumbency evidencing Seller's authority; (c) resolutions authorizing the transactions contemplated hereby; and (d)

2.2 Buyer's Deliverables. At Closing, Buyer shall deliver to Seller: (a) the Purchase Price in immediately available funds in the form agreed by the parties; (b) evidence of authorized action approving the transaction; and (c)

3. PURCHASE PRICE AND PAYMENT

3.1 Payment. Buyer shall pay the Purchase Price to Seller at Closing by wire transfer to the account designated in writing by Seller no fewer than three (3) Business Days prior to the Closing Date.

3.2 Closing Location. The Closing shall occur at or at such other place or by such other means as the parties agree in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller's Representations. Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date that: (a) Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform this Agreement; (b) Seller has good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens; (c) there is no action, suit, claim or proceeding pending or, to Seller's knowledge, threatened against Seller that would reasonably be expected to materially impair the transfer of the Assets; and (d)

4.2 Buyer's Representations. Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into and perform this Agreement; (b) Buyer has obtained all consents, approvals and authorizations necessary to consummate the transaction; and (c) Buyer has or will have sufficient funds available at Closing to pay the Purchase Price.

5. COVENANTS

5.1 Conduct Prior to Closing. Between the Effective Date and the Closing Date, Seller shall operate the business related to the Assets in the ordinary course and shall not take any action that would materially impair the value of the Assets or Buyer’s rights hereunder.

5.2 Cooperation. Each party shall cooperate reasonably and execute and deliver at or prior to Closing such additional instruments and documents as may be necessary or desirable to carry out the transactions contemplated by this Agreement.

6. CONDITIONS TO CLOSING

6.1 Conditions to Buyer's Obligations. Buyer's obligation to consummate the Closing is subject to the satisfaction (or waiver by Buyer) of the following conditions: (a) the representations and warranties of Seller shall be true and correct in all material respects as of the Closing Date; (b) Seller shall have delivered the Closing Documents; and (c) no injunction or other order shall prevent the consummation of the transaction.

6.2 Conditions to Seller's Obligations. Seller's obligation to consummate the Closing is subject to the satisfaction (or waiver by Seller) of the following conditions: (a) Buyer's representations and warranties shall be true and correct in all material respects as of the Closing Date; and (b) Buyer shall have delivered the Purchase Price.

7. INDEMNIFICATION

7.1 Survival and Indemnity. Each party shall indemnify and hold harmless the other from and against any losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees) arising out of any breach of that party's representations, warranties or covenants contained in this Agreement. The obligations under this Section shall survive the Closing for a period of unless otherwise agreed in writing.

8. RELEASE

8.1 Upon receipt of the Purchase Price and delivery of the Closing Documents, Seller shall release and discharge Buyer from any and all claims arising solely from circumstances existing prior to the Effective Date, except for claims arising from Seller's breach of this Agreement or obligations expressly assumed by Buyer.

9. REMEDIES

9.1 Remedies. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. In the event of a breach, the non-breaching party shall be entitled to seek specific performance, injunctive relief, and damages.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the parties at the addresses set forth below (or at such other address for a party as shall be specified by like notice).

11. AMENDMENT; WAIVER

11.1 Amendment and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a writing 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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 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 law.

12.2 Entire Agreement. This Agreement, including any schedules or exhibits executed by the parties at Closing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings, oral or written.

12.3 Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and the invalid, illegal or unenforceable provision shall be reformed only to the extent necessary to make it valid, legal and enforceable.

13. COUNTERPARTS; FURTHER ASSURANCES

13.1 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. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

13.2 Further Assurances. Each party shall promptly execute and deliver all further documents and take such further actions as may be reasonably required to carry out the provisions and purposes of this Agreement.

ADDITIONAL INFORMATION

Sign Now