Legal Closing Form

LEGAL CLOSING FORM

This Legal Closing Form is entered into as of (the "Effective Date") by and between Party A: , with a principal address at , and Party B: , with a principal address at . Each of Party A and Party B may be referred to individually as a "Party" and together as the "Parties."

RECITALS

WHEREAS, Party A is the owner, seller or transferring party of the assets and/or interests described as: (the "Subject"); and

WHEREAS, Party B desires to acquire the Subject and the Parties have negotiated the terms of a transfer including purchase price, allocation of closing costs and the required closing deliverables; and

WHEREAS, the Parties intend to effect the transfer by means of the closing procedures, deliveries and certifications set forth in this Legal Closing Form.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Legal Closing Form the following definitions apply: "Closing" means the consummation of the transfer of the Subject by delivery of the Closing Deliverables and the payment of the Purchase Price in accordance with Section 6. "Closing Date" means the date on which the Parties actually effect Closing, which shall be unless otherwise agreed in writing. "Closing Deliverables" means the documents, certificates and instruments required by Section 2.

2. CLOSING DELIVERIES

On or prior to the Closing, Party A shall deliver to Party B the following, in form and substance reasonably acceptable to Party B:

On or prior to the Closing, Party B shall deliver to Party A the following:

3. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Party as of the Effective Date and again as of the Closing Date that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform its obligations under this Legal Closing Form; (c) the execution and delivery of this Legal Closing Form and the consummation of the transactions contemplated do not and will not violate any material agreement to which that Party is bound; and (d) there are no pending or threatened actions or claims that would reasonably be expected to prevent or materially impair its ability to consummate the transactions contemplated hereby.

Additional representations of Party A specific to the Subject:

4. CONDITIONS TO CLOSING

The obligations of each Party to effect Closing are subject to the satisfaction of the following conditions precedent:

(a) Receipt by each Party of the other Party's Closing Deliverables as required by Section 2; (b) absence of any injunction or legal restraint preventing Closing; and (c) the representations and warranties of the other Party being true and correct in all material respects on the Closing Date.

5. CLOSING MECHANICS

Closing shall occur at the offices of the Escrow Agent or Title Company designated below, or at such other place as the Parties may agree in writing. Escrow Agent/Title Company: . Closing location/address:

6. PURCHASE PRICE; PAYMENT

The Purchase Price shall be paid in accordance with the payment instructions agreed by the Parties and delivered to the Escrow Agent. Payment method: . Any adjustments, prorations, or escrow holds shall be calculated as of the Closing Date.

7. CLOSING COSTS

Unless otherwise agreed in writing, the Parties shall allocate closing costs as follows: Title and recording fees shall be paid by . Transfer taxes shall be paid by . Other closing costs:

8. POST-CLOSING OBLIGATIONS

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) arising out of or resulting from any breach of any representation, warranty, covenant or agreement made by the Indemnifying Party in this Legal Closing Form, subject to any caps or limitations expressly set forth herein.

10. CLOSING CERTIFICATES; TAXES

At Closing, each Party shall deliver all certificates and tax forms reasonably required by the other Party and the Escrow Agent, including but not limited to corporate good standing and incumbency certificates, tax withholding documentation and any transfer tax returns. Federal tax identification numbers: Party A: ; Party B:

11. NOTICES

All notices and other communications required or permitted under this Legal Closing Form shall be in writing and delivered to the address set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier or three business days after being deposited in the mail, postage prepaid, certified or registered mail.

12. GOVERNING LAW

This Legal Closing Form shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of state and federal courts located in that State for resolution of any disputes arising under or related to this Legal Closing Form.

13. ENTIRE AGREEMENT; SEVERABILITY

This Legal Closing Form, together with the exhibits and schedules expressly incorporated herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. If any provision of this Legal Closing Form is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the intent of the Parties.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Legal Closing Form shall be effective unless in writing and signed by the Parties. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver. This Legal Closing Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

15. CLOSING CHECKLIST

The Parties acknowledge that the following items must be delivered and accepted at or before Closing. Check each item upon delivery and acceptance:

Deed or instrument of transfer executed and properly deliverable

Bills of sale and assignments (as applicable)

Corporate/Entity certificates and incumbency documents

Payment of Purchase Price or escrow receipt for funds

16. MISCELLANEOUS

The Parties shall cooperate in good faith to execute and deliver any additional documents or instruments reasonably necessary to effectuate the transactions contemplated by this Legal Closing Form. Each Party shall bear its own legal and professional fees unless otherwise specified herein.

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