Legal Sale Agreement

LEGAL SALE AGREEMENT

This Legal Sale Agreement ("Agreement") is made and entered into as of by and between Seller Name: (the "Seller"), and Buyer Name: (the "Buyer").

Seller Principal Address: Buyer Principal Address:

RECITALS

WHEREAS, Seller is the lawful owner of the property and assets described as Purchased Assets:

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Purchased Assets on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to provide for the terms of transfer, the allocation of purchase price, and the respective representations, warranties, covenants, indemnities and closing arrangements.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Purchased Assets" means the assets described in the Purchased Assets description above, including all tangible and intangible assets expressly identified for transfer at Closing, but excluding the Excluded Assets set forth in Section 1.2.

1.2 "Excluded Assets" means assets retained by Seller and identified here:

2. SALE AND TRANSFER OF PURCHASED ASSETS

2.1 Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 4), Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase and accept from Seller, all of Seller's right, title and interest in and to the Purchased Assets, free and clear of all liens, claims and encumbrances other than Permitted Encumbrances.

2.2 The Purchased Assets shall include inventory, contracts assignable by operation of law or with consent (subject to Section 6.4), accounts receivable, equipment, intellectual property listed in the Purchased Assets description, and all related records reasonably necessary to operate the subject business as currently conducted.

3. PURCHASE PRICE; PAYMENT TERMS

3.1 Purchase Price. The aggregate purchase price for the Purchased Assets (the "Purchase Price") shall be payable in United States Dollars.

3.2 Payment Allocation. The Purchase Price shall be allocated among the Purchased Assets in accordance with an allocation schedule to be agreed prior to Closing. The parties agree to execute a mutually acceptable allocation schedule for tax and accounting purposes.

3.3 Deposit and Payment Terms. A deposit in the amount of shall be paid by Buyer upon execution of this Agreement and held in escrow by . The balance of the Purchase Price shall be paid at Closing by wire transfer, certified funds, or other method agreed by the parties.

3.4 Payment Method: Wire transfer   Certified check   Other:

4. CLOSING

4.1 Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on or such other date as the parties may mutually agree in writing.

4.2 Closing Deliveries. At Closing, Seller shall deliver customary bills of sale, assignments, instruments of transfer and other documents necessary to vest in Buyer good and marketable title to the Purchased Assets. Buyer shall deliver the Purchase Price as required by Section 3.

5. TRANSFER OF TITLE; RISK OF LOSS

Title to and risk of loss for the Purchased Assets shall pass from Seller to Buyer at the Closing, except as otherwise provided in a written agreement executed by both parties. Seller shall bear the risk of loss for any Purchased Assets damaged or destroyed prior to Closing.

6. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date of this Agreement and as of the Closing that:

(a) Organization and Authority. Seller has full corporate or organizational power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; this Agreement constitutes a valid and binding obligation enforceable against Seller in accordance with its terms.

(b) Title and Encumbrances. Seller has good and marketable title to the Purchased Assets and, except for Permitted Encumbrances, the Purchased Assets are free and clear of all liens, security interests, pledges, claims and encumbrances.

(c) Compliance with Laws. The operation of the Purchased Assets as conducted by Seller is in material compliance with applicable laws and regulations, except as would not reasonably be expected to have a Material Adverse Effect on the Purchased Assets or Seller's ability to consummate the transactions hereunder.

7. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and that the execution and delivery of this Agreement and performance of Buyer's obligations will not violate any agreement or law to which Buyer is subject.

8. COVENANTS

8.1 Further Assurances. Each party shall execute and deliver such other instruments and take such further actions as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

8.2 Confidentiality. The parties agree to keep the terms of this Agreement and all nonpublic information exchanged in negotiation and performance strictly confidential, except as required by law or as necessary for the parties' legal and financial advisors to perform their duties.

9. INSPECTION; ACCEPTANCE

Buyer shall have the right to inspect the Purchased Assets prior to Closing and shall provide Seller with notice of any material defects discovered within days of inspection. Failure to deliver timely notice shall constitute acceptance of the Purchased Assets.

10. TAXES AND EXPENSES

All transfer, documentary, stamp and other taxes and governmental charges, if any, resulting from the sale or transfer of the Purchased Assets shall be borne by , unless otherwise required by applicable law.

11. INDEMNIFICATION

11.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of Seller's representations, warranties or covenants set forth in this Agreement.

11.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from Buyer's breach of this Agreement or Buyer's ownership or operation of the Purchased Assets after Closing.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD, WILLFUL MISCONDUCT OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID HEREUNDER.

13. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate in writing):

14. GOVERNING LAW; VENUE

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. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in the county of and the parties hereby submit to the exclusive jurisdiction of such courts.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. 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.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Buyer may assign its rights to an affiliate without Seller's consent if Buyer remains primarily liable for performance.

17.2 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assigns and confers no rights on any other person.

Sign Now