Legal EPO Agreement

Legal EPO Agreement

This Exclusive Purchase Option Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Buyer Name: (Buyer), an entity formed under the laws of with principal address , and Seller Name: (Seller), an entity formed under the laws of with principal address .

RECITALS

WHEREAS, Seller owns or controls the right, title and interest in the asset described below and is willing to grant Buyer an exclusive option to purchase such asset on the terms set forth herein; and

WHEREAS, Buyer desires to obtain an exclusive, irrevocable option to purchase the asset within a defined period and subject to the terms, representations, warranties and conditions contained in this Agreement; and

WHEREAS, the Parties intend that this Agreement set forth the exclusive terms and conditions under which Seller will negotiate in good faith and, if Buyer exercises the Option, convey the asset to Buyer.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Asset" means the property, rights or interests described as follows:

1.2 "Option" means the exclusive right granted by Seller to Buyer under Section 2 to purchase the Asset upon the terms set forth in this Agreement.

2. Grant of Option

2.1 Grant. Seller hereby grants to Buyer, and Buyer accepts, an exclusive Option to purchase the Asset on the terms and conditions set forth in this Agreement. The Option granted hereunder shall be exclusive and Seller shall not, directly or indirectly, offer, negotiate or enter into any agreement to sell, license or transfer the Asset to any third party during the Option Period.

2.2 Option Period. The Option shall commence on and expire on (the "Option Period"), unless earlier terminated in accordance with Section 10.

3. Consideration; Deposit

3.1 Option Consideration. In consideration for the grant of the Option, Buyer shall pay Seller an option deposit in the amount of (the "Deposit"), which shall be payable to upon execution of this Agreement and held as follows:

3.2 Application of Deposit. If Buyer timely and properly exercises the Option, the Deposit shall be credited against the Purchase Price at Closing. If Buyer fails to timely exercise the Option or this Agreement is terminated for Buyer's uncured material breach, the Deposit shall be retained by Seller as liquidated damages, not as a penalty, subject to Section 10.

4. Purchase Price; Payment Terms

4.1 Purchase Price. The purchase price for the Asset (the "Purchase Price") shall be: or as otherwise determined pursuant to the valuation method set forth below:

4.2 Payment. The balance of the Purchase Price shall be paid at Closing in immediately available funds, by wire transfer, cashier's check, or other mutually agreed form of payment.

5. Exercise of Option

5.1 Exercise Notice. Buyer may exercise the Option by delivering a written notice of exercise to Seller (the "Exercise Notice") at any time during the Option Period. The Exercise Notice shall specify the effective date of exercise and propose a Closing Date not less than days after delivery of the Exercise Notice.

5.2 Manner of Delivery. Exercise Notice must be delivered in accordance with Section 12 (Notices) and shall be effective upon receipt by Seller.

6. Closing

6.1 Closing Date. The closing of the purchase and sale of the Asset (the "Closing") shall occur on the date mutually agreed by the Parties in the Exercise Notice, subject to satisfaction of the conditions to Closing, and in no event later than .

6.2 Deliveries. At Closing Seller shall deliver good and marketable title to the Asset, free and clear of all liens and encumbrances except as expressly permitted by this Agreement, by execution and delivery of such conveyancing documents as are reasonably required to transfer the Asset. Buyer shall deliver the Purchase Price and any other required documents.

7. Representations and Warranties

7.1 Seller's Representations. Seller represents and warrants to Buyer that: (a) Seller has good and transferable title to the Asset and has full power and authority to enter into this Agreement and to grant the Option; (b) the execution, delivery and performance of this Agreement by Seller do not and will not violate any material agreement, law, judgment or order applicable to Seller; and (c) to Seller's knowledge, there are no material claims, actions or proceedings pending that affect the Asset. Seller's representations and warranties shall survive Closing for a period of years.

7.2 Buyer's Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement and that Buyer is acquiring the Option for legitimate business purposes.

8. Conditions to Closing

8.1 Seller's Conditions. Seller's obligation to close is subject to Buyer's performance of its obligations under this Agreement and delivery at Closing of the Purchase Price and any certificates or approvals reasonably required.

8.2 Buyer's Conditions. Buyer's obligation to close is subject to Seller's performance and the accuracy of Seller's representations and warranties, and to receipt at Closing of instruments of title and any consents expressly required by this Agreement.

9. Remedies; Specific Performance; Limitation of Liability

9.1 Remedies. If Buyer fails to timely exercise the Option within the Option Period, Seller shall be entitled to retain the Deposit as liquidated damages, unless otherwise agreed in writing. If Seller materially breaches this Agreement, Buyer shall be entitled to seek specific performance and/or monetary damages, subject to the limitations set forth herein.

9.2 Specific Performance. The Parties acknowledge that monetary damages may be an inadequate remedy for breach of Seller's obligations under this Agreement, and agree that either Party may obtain injunctive relief or specific performance to enforce the terms of this Agreement, in addition to any other remedy available at law or equity.

10. Termination

10.1 Termination Events. This Agreement may be terminated by mutual written consent of the Parties, by Buyer if Seller materially breaches and fails to cure within days after notice, or automatically upon the expiration of the Option Period without exercise by Buyer.

10.2 Effect of Termination. Upon termination, all obligations hereunder shall cease except for obligations that by their nature survive termination, including indemnities, confidentiality, and any provisions that by their terms survive Closing or termination.

11. Confidentiality

11.1 Confidential Information. The Parties agree to keep confidential all non-public information disclosed in connection with this Agreement and the Option, except where disclosure is required by law or court order, in which case the disclosing Party shall give prompt written notice to the other Party.

12. Notices

Notices to Buyer

Notices to Seller

All notices under this Agreement shall be in writing and shall be effective upon receipt at the addresses set forth above or at such other address as a Party designates by notice in accordance with this Section.

13. Assignment

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Buyer may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets provided that such assignee assumes Buyer's obligations hereunder in writing.

14. Amendment; Waiver

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought.

15. Governing Law; Venue

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising out of or relating to this Agreement.

16. Entire Agreement; Severability

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including facsimile or electronic signature) shall be effective for all purposes.

18. Additional Provisions

18.1 Further Assurances. Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

18.2 Independent Counsel. Each Party acknowledges that it has had the opportunity to seek independent legal counsel and that it enters into this Agreement voluntarily and with full knowledge of its rights and obligations.

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