Legal Closing Documents

LEGAL CLOSING DOCUMENTS

This Legal Closing Documents (the "Agreement") is made and entered into as of Closing Date: by and between Seller Name: with principal address: , and Buyer Name: with principal address: . Seller and Buyer may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is the legal and beneficial owner of the assets, property, rights and interests described in Schedule A attached hereto (the "Assets"); and

WHEREAS, Buyer desires to purchase the Assets from Seller and Seller desires to sell the Assets to Buyer pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the documents, certifications and deliverables that shall be executed and exchanged at Closing to effectuate the transfer of the Assets.

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

For purposes of this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

1.1 "Closing" means the consummation of the transactions contemplated by this Agreement at the time and place set forth in Section 2.1.
1.2 "Closing Date" means the date on which the Parties have satisfied the conditions to closing set forth in Article 6 and the transfer of the Assets is completed.
1.3 "Knowledge" means the actual knowledge of the officers of the applicable Party after reasonable inquiry into the relevant matters.

2. CLOSING; DELIVERIES

2.1 Closing Date and Location. The Closing shall occur on Closing Date: at the office of Closing Location: or at such other place or by electronic exchange as the Parties may agree in writing.

2.2 Deliveries by Seller. At or prior to Closing, Seller shall deliver to Buyer the documents and instruments set forth in Schedule B, including, without limitation, executed assignments, bills of sale, deeds, any necessary third-party consents, and a certificate signed by an authorized officer of Seller certifying the representations and warranties set forth in Article 4 are true and correct as of the Closing Date.

2.3 Deliveries by Buyer. At or prior to Closing, Buyer shall deliver to Seller the Purchase Price as set forth in Section 3.1, evidence of funds, and such other instruments as are required by this Agreement.

3. PURCHASE PRICE; PAYMENT MECHANICS

3.1 Purchase Price. The aggregate purchase price for the Assets shall be Purchase Price: , subject to adjustment as provided in Section 3.2.

3.2 Adjustments and Prorations. Taxes, rents, utilities and other items customarily prorated in similar transactions shall be prorated as of the Closing Date, with any resulting adjustments reflected in the final settlement statement delivered at Closing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to sell the Assets; (b) Seller has good and marketable title to the Assets, free and clear of all liens, security interests, encumbrances and defects except as set forth on Schedule C; (c) there is no action, suit or proceeding pending or, to Seller's Knowledge, threatened, that would prevent the consummation of the transactions contemplated by this Agreement.

4.2 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer is duly organized and has the requisite power and authority to enter into this Agreement and consummate the transactions contemplated herein; (b) the execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action.

5. COVENANTS

5.1 Conduct Prior to Closing. Between the date hereof and the Closing Date, Seller shall conduct the business related to the Assets in the ordinary course and shall not, without the prior written consent of Buyer, sell, transfer or otherwise dispose of any material portion of the Assets.

5.2 Further Assurances. From and after the Closing, each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

6. CONDITIONS TO CLOSING

6.1 Conditions to Each Party's Obligations. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the benefiting Party) of the following conditions: (a) the representations and warranties of the other Party shall be true and correct in all material respects as of the Closing Date; (b) each Party shall have performed all covenants and agreements required to be performed by it prior to or at Closing; (c) all required consents, approvals and authorizations shall have been obtained.

7. INDEMNIFICATION

7.1 Survival. All representations, warranties and covenants of the Parties contained in this Agreement shall survive the Closing for the period specified in Schedule D or, if no period is specified, for a period of one year.

7.2 Indemnification by Seller. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all Losses arising out of or resulting from (a) any breach of Seller's representations, warranties or covenants under this Agreement, and (b) pre-Closing liabilities related to the Assets, except to the extent such liabilities are expressly assumed by Buyer.

8. TAX MATTERS

8.1 Taxes. Any transfer, documentary, sales, use, recording or similar taxes, and any related penalties and interest, imposed by reason of the transactions contemplated by this Agreement shall be allocated and paid as set forth in Schedule E. Each Party shall cooperate in preparing and filing such tax returns and instruments as may be reasonably necessary to give effect to the transactions contemplated hereby.

9. NOTICES

9.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party in accordance with this Section.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment and Waiver. This Agreement may be amended, modified or supplemented only by a written instrument signed by each of the Parties. No waiver by any Party of any breach or failure of any condition hereunder shall be deemed a waiver of any other breach or failure or of the same breach or failure at any other time.

10.2 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 delivered by facsimile or electronic image shall be effective as original signatures.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county specified in the address for the Party initiating suit.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with the Schedules and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties.

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

13. MISCELLANEOUS

13.1 Remedies. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law or in equity.

ACKNOWLEDGMENTS

Each Party acknowledges and agrees that it has had the opportunity to be represented by counsel of its choice, that it has read and understands this Agreement, and that it enters into this Agreement voluntarily and with full knowledge of its legal effect.

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