Legal Contract Finalization

LEGAL CONTRACT FINALIZATION

This Legal Contract Finalization ("Agreement") is made and entered into as of by and between Party A Name: , an entity of type Corporation LLC Individual Partnership, with principal address at ; and Party B Name: , an entity of type Corporation LLC Individual Partnership, with principal address at .

RECITALS

WHEREAS, the parties previously entered into a written agreement titled Original Agreement dated (the "Original Agreement"), which set forth certain rights, obligations, contingencies, and schedules between the parties;

WHEREAS, the parties have negotiated final terms, have satisfied or waived certain contingencies described in the Original Agreement, and intend to confirm and finalize the operative obligations and consideration as set forth in this Agreement; and

WHEREAS, the parties desire to reduce to writing their agreement to finalize, confirm, and replace specific provisions of the Original Agreement as specified herein, and to set a Finalization Date upon which the rights and obligations become fully binding.

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

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement that are defined in the Original Agreement shall have the same meanings unless otherwise defined herein. For purposes of this Agreement:

"Finalization Date" means the date set forth as the Effective Date above and, for avoidance of doubt, is the date on which the obligations described in Section 2 become effective.

2. FINALIZATION AND CONFIRMATION

2.1 Finalization. As of the Finalization Date, the parties hereby confirm and finalize the terms set forth in the Original Agreement and as modified by this Agreement. All remaining contingencies expressly listed in Schedule A attached to the Original Agreement are deemed satisfied or waived except as expressly preserved in writing herein.

2.2 Binding Effect. From the Finalization Date, the rights, duties, covenants, and obligations described in this Agreement are binding upon and enforceable against the parties and their respective successors and permitted assigns.

3. CONSIDERATION

3.1 Payment Terms. Party A shall pay to Party B the Final Consideration Amount in the manner and schedule set forth in the attached payment schedule, or, if none is attached, within thirty (30) days of the Finalization Date. All payments shall be made in lawful currency and free of deduction except as required by applicable law.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Representations. Each party represents and warrants to the other that: (a) it has full corporate or legal power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement has been authorized by all necessary action; and (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

4.2 No Conflicts. Each party further represents that entering into this Agreement will not violate any law, regulation, or contractual obligation that is material to its performance hereunder.

5. CONDITIONS PRECEDENT

5.1 Conditions. The obligations of each party under this Agreement are subject to the conditions precedent that, on or before the Finalization Date, all corporate approvals, consents of third parties (if any), and regulatory filings identified in the Original Agreement have been obtained or validly waived in writing.

6. COVENANTS

6.1 Performance. Each party covenants to perform its obligations promptly and in good faith, to cooperate with the other party to effectuate the Finalization, and to deliver any further instruments or documentation reasonably necessary to carry out the intent of this Agreement.

7. CONFIDENTIALITY

7.1 Confidential Information. The parties acknowledge that certain information exchanged in connection with the Finalization is confidential. Each party shall hold confidential all non-public information received from the other and shall not disclose such information except as required by law or with the prior written consent of the disclosing party.

8. INDEMNIFICATION

8.1 Indemnity. Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of a representation, warranty, or covenant made by the Indemnifying Party in this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Certain Damages. Except for liability arising from wilful misconduct, gross negligence, fraud, or indemnification obligations under Section 8, neither party shall be liable to the other for consequential, exemplary, special, or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall be limited to direct damages not to exceed the Final Consideration Amount.

10. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below, and shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by any party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that right.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which when taken together shall constitute one agreement. Signatures transmitted by electronic means shall be effective to bind the signing party.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of courts located in that state for any dispute arising out of this Agreement.

13. ENTIRE AGREEMENT

This Agreement, together with the Original Agreement as amended herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objective of the invalid provision.

15. MISCELLANEOUS

The parties have executed this Agreement intending to be legally bound.

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