Legal Deal Execution Agreement

LEGAL DEAL EXECUTION AGREEMENT

This Legal Deal Execution Agreement ("Agreement") is made and entered into as of by and between Party A: , an entity of type Entity Type: Corporation LLC Partnership Individual and Party B: , an entity of type Entity Type: Corporation LLC Partnership Individual.

RECITALS

WHEREAS, the parties intend that certain transactions, transfer of interests, or commercial arrangements described in this Agreement and in the Deal Documents be negotiated, documented and consummated on the terms set forth herein; and

WHEREAS, the parties desire to establish binding obligations regarding negotiation, delivery, execution and escrow of definitive deal instruments, allocation of costs and the conditions precedent to closing; and

WHEREAS, the parties intend that this Agreement shall govern the mutual obligations of the parties with respect to execution, delivery and enforcement of the deal at and following closing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Deal Documents" means the definitive agreements, ancillary schedules, certificates and instruments to be executed by the parties in connection with the transaction described as: .

1.2 "Closing Date" means the date on which the conditions set forth in Section 5 have been satisfied or waived and on which the parties effectuate the transfer contemplated herein: .

2. REPRESENTATIONS AND WARRANTIES

2.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate power, authority and legal right to execute and deliver this Agreement and the Deal Documents and to perform its obligations hereunder; and (c) execution and delivery of this Agreement and the Deal Documents and performance of its obligations will not violate any law, regulation, contract, judgment or order binding on such party.

2.2 The representations and warranties set forth in this Section 2 are material and survive the Closing for a period of unless otherwise expressly provided in a Deal Document.

3. COVENANTS AND AGREEMENTS

3.1 Execution of Deal Documents. Subject to the terms and conditions of this Agreement, each party agrees to use commercially reasonable efforts to negotiate, finalize and cause to be executed the Deal Documents substantially in the form agreed by the parties prior to Closing. The parties shall sign and deliver all definitive instruments required to effectuate the transaction on or before the Closing Date.

3.2 Cooperation; Further Assurances. Each party shall cooperate in good faith with the other, execute and deliver such further documents and take such further actions as may reasonably be necessary to carry out the intent and purpose of this Agreement.

4. CONDITIONS PRECEDENT

4.1 Conditions to Obligations. The obligations of each party to consummate the transactions contemplated by the Deal Documents are subject to the satisfaction or written waiver, on or prior to the Closing Date, of customary conditions, including but not limited to: (a) accuracy of the representations and warranties of the other party (subject to materiality qualifiers set forth in the Deal Documents); (b) performance in all material respects of covenants and agreements to be performed prior to the Closing Date; and (c) receipt of all required third-party consents and governmental approvals.

4.2 Notice of Failure. If any condition precedent cannot be satisfied prior to the Closing Date, the party relying on such condition shall promptly notify the other party in writing specifying the reason for failure and the proposed cure, if any.

5. PERFORMANCE AT CLOSING

5.1 Delivery of Instruments. At Closing each party shall deliver the documents, instruments, certificates and tax forms required by the Deal Documents and this Agreement, including any certificates of good standing, board resolutions or powers of attorney necessary to effect the transactions.

5.2 Escrow and Holding. If the parties elect to use an escrow agent, the parties shall deliver executed escrow instructions and the deposits required thereunder. Escrow terms shall control as to release, indemnity and claims procedures as between the parties and the escrow agent.

6. FEES, COSTS AND EXPENSES

6.1 Allocation. Unless otherwise agreed in writing, each party shall bear its own legal, accounting and other professional fees incurred in connection with the negotiation, preparation and execution of this Agreement and the Deal Documents. Extraordinary out-of-pocket transaction costs to be allocated as follows: .

7. CONFIDENTIALITY

7.1 Obligation. Each party shall keep confidential all nonpublic information disclosed by the other party in connection with the Deal Documents and the transaction, and shall not disclose such information except to its affiliates, representatives or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.

7.2 Permitted Disclosures. Confidentiality obligations shall not apply to information that (a) was in the receiving party's possession prior to disclosure without breach of an obligation; (b) is or becomes publicly available other than through a breach of this Agreement; or (c) is required to be disclosed by applicable law or valid legal process, provided that, to the extent permitted, the receiving party provides prior notice to the disclosing party.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any Losses arising out of any breach of this Agreement or any representation, warranty or covenant made by the Indemnifying Party in the Deal Documents.

8.2 Limitation. Except for fraud, willful misconduct or breaches of confidentiality or indemnities for third-party claims, neither party shall be liable to the other for consequential, punitive or special damages. The aggregate liability of each party shall not exceed unless otherwise agreed in a Deal Document.

9. TERMINATION

9.1 Termination Rights. This Agreement may be terminated prior to the Closing Date by mutual written agreement of the parties, or by either party if a material condition precedent remains unsatisfied or unwaived on the Closing Date and the party seeking termination is not in breach of this Agreement.

9.2 Effect of Termination. Upon termination neither party shall have any further liability hereunder except (a) for any breach occurring prior to termination, and (b) for provisions that by their nature survive termination, including but not limited to Sections 2 (Representations and Warranties), 7 (Confidentiality), 8 (Indemnification), 11 (Governing Law) and 12 (Entire Agreement).

10. NOTICES

For Party A

For Party B

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice given in accordance with this Section.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

11.2 Entire Agreement. This Agreement, together with the Deal Documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver of that right.

11.4 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect to the fullest extent permitted by law.

11.5 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 transmitted by electronic means shall be effective as originals.

12. EXECUTION

The parties each represent and warrant that the person signing below on its behalf is authorized to execute this Agreement and bind the party to its terms.

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