Legal Transaction Packet

LEGAL TRANSACTION PACKET

THIS LEGAL TRANSACTION PACKET (the Agreement) is entered into as of between (hereinafter referred to as "Party A") with a principal place of business at and (hereinafter referred to as "Party B") with a principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to document the material terms, conditions and closing procedures applicable to the transaction described below (the Transaction) to govern the rights and obligations of the parties through and after closing; and

WHEREAS, the parties have negotiated the principal economic terms of the Transaction as set forth herein and intend for this Agreement to allocate risk, establish closing deliverables, and set forth post-closing obligations, including indemnities and remedies; and

WHEREAS, the parties intend that this Agreement serve as a binding statement of the agreed commercial and legal terms, subject only to satisfaction of the conditions precedent set forth herein and preparation and delivery of final transfer documents, if any.

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

1. TRANSACTION

1.1 Description. Party A agrees to transfer, assign, convey and deliver to Party B, and Party B agrees to accept from Party A, the assets, rights, and interests described as: (the Assets), subject to the terms and conditions set forth in this Agreement.

1.2 Purchase Price / Consideration. The consideration to be paid by Party B to Party A for the Assets shall be (the Consideration), payable in accordance with the schedule and allocation set forth in Schedule A attached hereto and incorporated by reference.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of Party A. Party A represents and warrants to Party B that, as of the Effective Date and as of the Closing Date:

(a) Party A is a duly organized and validly existing entity in good standing under the laws of the jurisdiction of its organization and has full corporate power and authority to enter into and perform its obligations under this Agreement.

(b) The execution, delivery and performance of this Agreement by Party A have been duly authorized by all necessary corporate or organizational action and will not violate any material agreement, ordinance, or law applicable to Party A.

(c) Party A has good and marketable title to the Assets, free and clear of all liens, claims, encumbrances and third-party rights other than those expressly disclosed in Schedule B.

2.2 Representations and Warranties of Party B. Party B represents and warrants to Party A that it has the requisite power and authority to enter into this Agreement and to consummate the Transaction, and that the funds to be used to pay the Consideration are not derived from illegal activity.

3. COVENANTS; CONDUCT PENDING CLOSING

3.1 Conduct of Business. From the Effective Date until the earlier of the Closing Date or termination of this Agreement, Party A shall conduct the business related to the Assets in the ordinary course consistent with past practice and shall not take any action that would materially impair the value of the Assets.

3.2 Access and Cooperation. Each party shall provide the other and its designated representatives reasonable access to books, records and personnel to permit completion of customary due diligence and to prepare closing deliverables.

4. CONDITIONS TO CLOSING

4.1 Conditions to Each Party's Obligations. The obligations of each party to consummate the Closing are subject to the satisfaction (or written waiver) of each of the following conditions, unless otherwise agreed in writing:

(a) Representations and warranties of the other party shall be true and correct in all material respects as of the Closing Date, except to the extent limited to a specified date.

(b) All consents, approvals, permits and third-party waivers expressly required by this Agreement shall have been obtained and remain in full force and effect.

4.2 Closing Date. The closing of the Transaction (the Closing) shall occur on or before or on such other date as mutually agreed in writing by the parties.

5. CLOSING DELIVERABLES

5.1 Seller Deliverables. At Closing, Party A shall deliver to Party B: (a) duly executed transfer documents assigning the Assets; (b) bills of sale, assignments, and endorsements reasonably necessary to transfer title; and (c) certificates of good standing and incumbency as applicable.

5.2 Buyer Deliverables. At Closing, Party B shall deliver to Party A: (a) the Consideration in the manner provided herein; (b) a duly executed counterpart of this Agreement; and (c) any customary affidavits or certificates required by law or agreed between the parties.

6. INDEMNIFICATION

6.1 Survival. The representations, warranties and covenants of the parties shall survive Closing for a period of one year, except for those expressly stated to survive longer, and are subject to the limitations and procedures set forth in this Section 6.

6.2 Indemnity. Subject to the limitations herein, the indemnifying party shall indemnify, defend and hold harmless the indemnified party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of a representation, warranty or covenant made by the indemnifying party in this Agreement.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party acknowledges that it will receive Confidential Information of the other. Each party shall maintain such information in confidence and shall not use or disclose such information except as reasonably necessary to effectuate the Transaction or as required by law, subject to prior written notice to the disclosing party where permissible.

8. FEES, EXPENSES AND TAXES

8.1 Payment of Expenses. Except as otherwise provided herein, each party shall bear its own fees and expenses incurred in connection with the negotiation, preparation and performance of this Agreement, including attorneys' fees. Transfer taxes, if any, shall be the responsibility of .

9. NOTICES

9.1 Method. All notices, consents and other communications required or permitted 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 below or such other address as a party designates by notice in accordance with this Section.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the state or jurisdiction chosen by the parties at execution. The parties submit to the exclusive jurisdiction of the courts of such jurisdiction for purposes of dispute resolution arising under this Agreement.

10.2 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such provision shall be reformed only to the extent necessary to make it valid and enforceable; if reformation is not possible, such provision shall be severed and the remaining provisions shall continue in full force and effect.

10.4 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 thereof.

10.5 Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures and copies delivered by electronic means shall be binding and deemed original signatures.

11. ATTACHMENTS AND SCHEDULES

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