Legal Closing Letter

LEGAL CLOSING LETTER

This Legal Closing Letter is delivered as of by and between Client Name: and Law Firm Name: .

RECITALS

WHEREAS, Client has entered into the transaction described as: (the "Transaction"), the primary terms of which include a purchase price of $ and a scheduled closing date of .

WHEREAS, Law Firm has acted as counsel to Client in connection with the Transaction and has performed or assisted in the preparation, review, and negotiation of documents necessary to effect the Closing; and

WHEREAS, the parties desire to confirm the matters completed at Closing, the documents delivered and retained, the post-closing obligations, and the allocation of costs and responsibilities between the parties.

NOW, THEREFORE

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

1. CLOSING

1.1 Closing Date and Place. The Closing occurred on at the offices of , unless otherwise agreed in writing.

1.2 Deliveries at Closing. At Closing the following principal documents and items were delivered and accepted in form and substance satisfactory to the parties:

1.3 Funds and Disbursements. All funds required to effect the Transaction were deposited as provided in the closing instructions and disbursed in accordance with the settlement statement. The final settlement statement totaling $ was provided to the parties.

2. REPRESENTATIONS AND WARRANTIES

2.1 Client hereby represents and warrants to Law Firm that (a) Client is duly organized and in good standing under the laws of its jurisdiction of formation; (b) Client has full power and authority to enter into and perform its obligations under the Transaction documents; and (c) all approvals, consents and authorizations required for Closing have been obtained and are in full force and effect.

2.2 Law Firm represents that, to the best of its knowledge after reasonable inquiry, it has delivered to Client all original executed documents in the Law Firm's possession that are necessary to effect and evidence the Transaction, subject to agreement on retention of originals as set forth herein.

3. POST-CLOSING OBLIGATIONS

3.1 Recordation and Filings. Law Firm will promptly effect or has effected all recordings and filings reasonably required to perfect the Transaction. The parties shall cooperate and execute such further instruments as may be necessary to evidence or preserve the rights conveyed at Closing.

3.2 Retention of Originals. Originals of executed Closing documents will be retained as follows:

4. FEES, COSTS AND EXPENSES

4.1 Law Firm Fees. Client shall pay Law Firm's fees and expenses as set forth in the engagement letter. Outstanding balance due to Law Firm at Closing: $ . Payment was: Cash Wire Check

4.2 Allocation of Costs. Costs allocable to the parties are set forth on the final settlement statement. Each party is responsible for its own counsel fees and any taxes assessed against its portion of the Transaction unless otherwise indicated on the settlement statement.

5. INDEMNIFICATION

5.1 Indemnity by Client. Client agrees to indemnify, defend and hold harmless Law Firm and its partners, associates and agents from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of any representation, warranty or covenant contained in this Letter or in any Transaction document.

5.2 Indemnity Procedure. A party seeking indemnification will promptly notify the indemnifying party of any claim for which indemnity is sought and will comply with reasonable requests by the indemnifying party in the defense or settlement of such claim; however, failure to provide prompt notice shall not relieve the indemnifying party except to the extent materially prejudiced thereby.

6. NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and shall be delivered to the address specified below or to such other address as a party may specify by notice in accordance with this Section.

Notices shall be deemed given on the date of personal delivery, on the date of transmission of an electronic transmission if the transmission is completed during normal business hours of the recipient, and otherwise on the next business day, or on the date of receipt if sent by certified mail, return receipt requested.

7. MISCELLANEOUS

7.1 Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State specified by the parties: , without regard to conflicts of law principles.

7.2 Entire Agreement. This Letter, together with the Transaction documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements relating to such subject matter.

7.3 Severability. If any provision of this Letter is held to be illegal, invalid or unenforceable, such provision shall be enforced to the fullest extent permitted and the remaining provisions shall remain in full force and effect.

7.4 Amendments and Waiver. No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom enforcement is sought. The waiver of any breach shall not operate as a waiver of any other or subsequent breach.

7.5 Counterparts. This Letter 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. Facsimile or electronic copies of signatures shall be deemed originals for all purposes.

CERTIFICATION

Each party executing this Letter certifies that it has read and understands the terms of this Letter, that it has the authority to execute and deliver this Letter, and that the representations and warranties made herein are true and correct as of the date hereof.

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