Legal Report of Sale

LEGAL REPORT OF SALE

This Legal Report of Sale (the "Report") is made effective as of by and between Seller Name: with address , and Purchaser Name: with address .

RECITALS

WHEREAS, Seller is the owner of certain assets described below and seeks to transfer title, possession, or ownership rights to Purchaser pursuant to the terms set forth in this Report;

WHEREAS, Purchaser has offered to purchase and Seller has agreed to sell the assets on the terms specified herein as of the Sale Date: ; and

WHEREAS, the parties wish to reduce to writing the material terms of the transaction and to provide certifications and allocations of costs, taxes, and indemnities incident to the sale.

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

1. DEFINITIONS

For purposes of this Report, the following definitions apply: "Assets" means the property, rights and interests described in Section 2; "Sale Date" means the date specified above or such other date on which closing occurred; "Purchase Price" means the total consideration paid by Purchaser to Seller as described in Section 3.

2. DESCRIPTION OF ASSETS SOLD

The assets sold and conveyed by Seller to Purchaser include the following (check all applicable categories and provide details):

Real property Personal property Business assets Intellectual property Other

3. PURCHASE PRICE & PAYMENT

The Purchase Price payable by Purchaser to Seller for the Assets is:

4. CLOSING

The closing of the sale (the "Closing") shall occur on Closing Date: at or at such other place and time as agreed in writing by the parties. At Closing, Seller shall deliver instruments of conveyance and such bills of sale, assignments, and other documents as are necessary to transfer the Assets free and clear of liens except as disclosed in this Report.

5. TITLE, CONVEYANCE AND CONDITIONS

Seller represents that Seller has good and marketable title to the Assets being conveyed and the authority to transfer those Assets. Title to the Assets shall pass to Purchaser at Closing subject to the exceptions and permitted encumbrances described below. Any encumbrances that are to remain must be listed here:

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller's Representations. Seller represents and warrants to Purchaser that, as of the Sale Date and as of Closing: (a) Seller is duly organized and has full power and authority to enter into and perform this Report; (b) except as disclosed in writing to Purchaser, there are no judgments, liens, actions or proceedings pending or threatened against Seller materially affecting the Assets or Seller's ability to perform; (c) Seller has not granted any third party rights that will survive transfer and materially impair Purchaser's intended use of the Assets unless expressly disclosed herein.

6.2 Purchaser's Representations. Purchaser represents and warrants to Seller that Purchaser has full power and authority to enter into this Report, has conducted such due diligence as Purchaser deems appropriate, and is acquiring the Assets for lawful purposes and not in violation of any agreement or law.

7. TAXES, PRORATIONS AND CLOSING COSTS

Unless otherwise agreed, taxes, assessments, rents, utilities and other similar items will be prorated between Seller and Purchaser as of the Sale Date. The parties agree the following allocation of costs and taxes:

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, costs or claims resulting from a breach of that party's representations, warranties or covenants contained in this Report. The indemnifying party shall pay reasonable attorneys' fees and expenses incurred by the indemnified party in enforcing this provision.

9. NOTICES

All notices, requests, demands, and other communications required or permitted under this Report must be in writing and delivered to the addresses below (or to such other address as either party designates in writing):

10. GOVERNING LAW; VENUE

This Report shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising from this Report.

11. ENTIRE AGREEMENT; SEVERABILITY

This Report constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral. If any provision of this Report is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Report shall be effective unless in writing and signed by the party against whom enforcement is sought. Failure to enforce any right shall not constitute a waiver of that right.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Report may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be effective as originals.

14. FURTHER ASSURANCES

Each party agrees to execute and deliver such further documents and to take such actions as are reasonably necessary to carry out the intent and effectuate the provisions of this Report.

CERTIFICATION BY SELLER

Seller certifies under penalty of perjury that Seller has fully disclosed to Purchaser all material liabilities, encumbrances, and defects in title affecting the Assets as of the Sale Date and that the information contained in this Report is true, correct and complete to Seller's knowledge.

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