Legal Counteroffer Template

LEGAL COUNTEROFFER

This Counteroffer is made effective as of the date of signature below by and between Offeror: and Offeree: with respect to the Original Offer dated .

RECITALS

WHEREAS, Offeror submitted an offer (the Original Offer) to Offeree proposing certain terms for the transaction described as: ; and

WHEREAS, Offeree does not accept one or more material terms of the Original Offer and has proposed modifications to those terms by way of this Counteroffer; and

WHEREAS, the parties intend that this Counteroffer, if accepted in the manner and before the time set forth herein, will supersede the Original Offer with respect to the modified terms described below.

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

1. COUNTEROFFERED TERMS

1.1 Purchase Price. The Purchase Price proposed in the Original Offer is hereby modified to:

1.2 Deposit. The deposit amount and terms will be:

1.3 Closing and Performance Dates. The proposed closing date and any milestone dates shall be:

1.4 Contingencies and Conditions. The following contingencies are added, modified, or removed:

1.5 Additional Terms. Any other specific modifications proposed by Offeree:

2. EXPIRATION; METHOD OF ACCEPTANCE

2.1 Expiration. This Counteroffer will expire unless accepted in writing by the other party on or before at which time it will be deemed withdrawn without further notice.

2.2 Acceptance. Acceptance of this Counteroffer must be in writing and must be signed by the accepting party. Acceptance is effective upon actual receipt by the proposing party at the address designated in Section 7.

3. REPRESENTATIONS; WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Counteroffer; (b) the execution and delivery of this Counteroffer has been duly authorized by all necessary action; and (c) when executed and delivered by the accepting party in accordance with Section 2, this Counteroffer will constitute a valid and binding obligation enforceable in accordance with its terms.

4. CONDITIONS PRECEDENT

The obligations of the parties to close the transaction as modified by this Counteroffer are subject to the satisfaction (or written waiver) of the conditions precedent specifically set forth in the Original Offer as modified by Section 1 and any additional conditions set forth in Section 1.4 above.

5. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Counteroffer shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

6. NOTICES

All notices, demands, or communications required or permitted under this Counteroffer shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses specified below or such other address as a party designates in writing.

7. COUNTERPARTS

This Counteroffer may be executed in any number of counterparts, each of which when executed and delivered shall be 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 an original.

8. GOVERNING LAW

This Counteroffer shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT

This Counteroffer, together with the Original Offer as expressly modified 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, of the parties.

10. SEVERABILITY

If any provision of this Counteroffer is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the parties' original intent.

11. MISCELLANEOUS

The headings in this Counteroffer are for convenience of reference only and shall not affect the interpretation of this Counteroffer. The obligations and benefits of this Counteroffer shall inure to the parties and their respective successors and permitted assigns.

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