Legal Permit Sales Agreement

LEGAL PERMIT SALES AGREEMENT

This Legal Permit Sales Agreement ("Agreement") is made and entered into on this by and between Seller Name: whose principal address is and Buyer Name: whose principal address is .

RECITALS

WHEREAS, Seller is the lawful owner or holder of certain permits, approvals and authorizations more particularly described as follows: Seller's inventory of permits and related permit numbers, issuing authorities, and any existing encumbrances are set forth in Schedule A attached hereto and incorporated herein by reference; for purposes of this Agreement, the foregoing are referred to collectively as "Permits."

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell, transfer and assign to Buyer all of Seller's rights, title and interest in and to the Permits, subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties acknowledge that transfer or assignment of certain Permits may require governmental or regulatory consent, and the parties intend to allocate responsibility for obtaining such consents and related costs as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

As used in this Agreement, capitalized terms have the meanings set forth in this Section and elsewhere in this Agreement. "Closing" means the consummation of the sale, transfer and assignment of the Permits as set forth in Section 4. "Purchase Price" means the aggregate consideration to be paid by Buyer to Seller as set forth in Section 2.1. "Closing Date" means the date on which the Closing occurs, which shall be unless otherwise agreed in writing.

2. SALE AND TRANSFER; PERMITS SCHEDULE

2.1 Sale. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase and accept from Seller, all of Seller's right, title and interest in and to the Permits, including any and all accrued rights attached thereto, free and clear of all Liens except as set forth in Schedule A.

2.2 Schedule of Permits. The parties shall identify each Permit to be transferred by listing the issuing authority, permit number, permit type and any limitations or conditions in the table below. Seller represents that the information provided below is complete and accurate to Seller's knowledge.

3. PURCHASE PRICE; PAYMENT TERMS

3.1 Purchase Price. The Purchase Price for the Permits shall be . Unless otherwise provided herein, Purchase Price shall be paid in lawful currency of the United States.

3.2 Deposit. Upon execution of this Agreement, Buyer shall deliver to Seller (or an agreed escrow agent) a deposit in the amount of (the "Deposit"), which shall be applied to the Purchase Price at Closing or refunded in accordance with the terms of this Agreement.

3.3 Payment at Closing. At Closing, Buyer shall pay the balance of the Purchase Price by wire transfer, certified funds, or other immediately available funds in accordance with Seller's written instructions.

4. CLOSING; DELIVERABLES

4.1 Closing. The Closing shall occur on the Closing Date at such location or by electronic exchange as the parties shall mutually agree. At Closing, Seller shall deliver to Buyer the Closing Deliverables and Buyer shall deliver the Purchase Price as provided in Section 3.

4.2 Seller Closing Deliverables. At Closing, Seller shall deliver:

4.3 Buyer Closing Deliverables. At Closing, Buyer shall deliver:

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Buyer as of the date of this Agreement and as of the Closing that: (a) Seller is the lawful owner of the Permits free and clear of any Liens except as disclosed in Schedule A; (b) to Seller's knowledge, the Permits were obtained in compliance with applicable law and are in full force and effect; (c) there is no pending or threatened enforcement action, revocation proceeding, or administrative challenge affecting the Permits except as disclosed to Buyer in writing prior to the Execution Date.

5.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that Buyer has sufficient funds or financing arranged to pay the Purchase Price in accordance with this Agreement.

6. CONDITIONS PRECEDENT

6.1 Conditions to Buyer’s Obligations. Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Seller's representations and warranties shall be true and correct in all material respects; (b) Seller shall have performed all covenants required to be performed by it prior to Closing; and (c) any consents, approvals or waivers required from governmental or regulatory authorities for assignment shall have been obtained or, if not obtained, Buyer elects in writing to proceed notwithstanding such failure.

6.2 Conditions to Seller’s Obligations. Seller's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction that Buyer shall have delivered the Purchase Price and the documents required under Section 4.3, and Buyer’s representations and warranties shall be true and correct in all material respects.

7. REGULATORY APPROVALS; COOPERATION

7.1 Regulatory Approvals. Each party shall use commercially reasonable efforts to obtain any consents or approvals necessary to effectuate the transfer of the Permits. Unless otherwise agreed in writing, the costs of obtaining regulatory consents shall be allocated as follows: Seller shall be responsible for costs arising from Seller’s prior actions; Buyer shall be responsible for filing fees and costs associated with Buyer’s post-Closing obligations.

7.2 Cooperation. Each party shall execute and deliver such additional documents and take such further actions as may be reasonably required to effectuate the transaction contemplated by this Agreement, including executing assignment instruments and providing reasonable access to records.

8. INDEMNIFICATION

8.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of Seller's representations, warranties or covenants set forth in this Agreement; (b) any undisclosed Liens or encumbrances on the Permits existing as of the Closing; and (c) any acts or omissions of Seller prior to the Closing that give rise to a regulatory enforcement action.

8.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller from and against any and all losses arising out of: (a) Buyer's breach of this Agreement; and (b) Buyer's use, operation or modification of the Permits following the Closing.

9. TAXES; COSTS

Unless otherwise agreed in writing, any transfer taxes, documentary stamps, registration fees, filing fees and similar taxes and fees arising from the transfer of the Permits shall be borne by . Each party shall pay its own legal and professional fees incurred in connection with the negotiation and execution of this Agreement.

10. CONFIDENTIALITY

The parties shall keep confidential the terms of this Agreement and any non-public information exchanged in connection with the transaction, except as required by law or as necessary to obtain regulatory approvals, in which case the disclosing party shall use reasonable efforts to limit disclosure and provide prior notice to the other party when permitted.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section):

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement. This Agreement, together with the Schedules and Exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, oral or written.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party waiving such breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign its rights to an affiliate or in connection with a financing so long as Buyer remains primarily liable for performance.

14.2 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.

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