Legal Transfer Order

LEGAL TRANSFER ORDER

This Legal Transfer Order (the "Order") is entered into as of Effective Date: by and between Transferor Name: , an entity of type Corporation LLC Individual , with principal place of business at , and Transferee Name: , an entity of type Corporation LLC Individual , with principal place of business at .

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of the assets and rights described as:

WHEREAS, the parties desire to effect a transfer and assignment of the foregoing assets, rights, and related obligations on the terms and conditions set forth in this Order; and

WHEREAS, Transferor represents that it has full authority to transfer the assets and that such transfer will not violate any agreement, law, or order to which Transferor is subject.

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. DEFINITIONS

1.1 "Assets" means the tangible and intangible property described in the Description of Assets field and any ancillary rights, claims, warranties, licenses, and records reasonably necessary to the use and enjoyment thereof.

1.2 "Closing" means the consummation of the transfer contemplated by this Order in accordance with Section 6.

2. TRANSFER

2.1 Transfer. Subject to the terms and conditions of this Order, Transferor hereby assigns, transfers, conveys and delivers to Transferee all right, title and interest in and to the Assets, free and clear of all liens, encumbrances, claims or rights of third parties, except as expressly set forth in this Order.

2.2 Excluded Items. The parties agree that the following items are expressly excluded from the transfer:

3. CONSIDERATION

3.1 Payment. As consideration for the transfer of the Assets, Transferee shall pay to Transferor the sum of (U.S. dollars) on or before the Closing Date set forth below.

3.2 Allocation. The parties shall allocate the consideration among the Assets in a manner that is consistent with applicable law and their respective tax reporting obligations. Allocation details (if any):

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor's Representations. Transferor represents and warrants to Transferee that:

1. Transferor has full corporate or individual power and authority to enter into this Order and to consummate the transactions contemplated hereby.
2. The Assets are free and clear of all liens, security interests, claims, and encumbrances, other than those disclosed in the Excluded Items field.
3. There are no pending or, to Transferor's knowledge, threatened actions, suits, claims, or governmental investigations that would reasonably be expected to adversely affect the Assets or the ability to transfer them as contemplated by this Order.

4.2 Transferee's Representations. Transferee represents and warrants to Transferor that:

1. Transferee has full authority to enter into this Order and to perform its obligations hereunder.
2. Transferee has had the opportunity to inspect the Assets and is accepting the Assets in their current condition, subject only to the express warranties set forth herein.

5. COVENANTS

5.1 Cooperation. Each party shall cooperate and execute and deliver such further instruments and documents and take such further actions as may be reasonably necessary to carry out the intent and purpose of this Order, including providing assignments, bills of sale, deeds, endorsements, and other instruments of transfer.

5.2 Regulatory Approvals. Each party shall use commercially reasonable efforts to obtain any governmental or third-party consents or approvals required for the transfer of the Assets and shall bear its own costs for such approvals unless otherwise agreed in writing.

6. CLOSING; DELIVERY

6.1 Closing Date. The Closing shall occur on or before , or on such other date as the parties may agree in writing.

6.2 Deliverables. At Closing, Transferor shall deliver to Transferee all instruments of assignment, bill of sale, endorsements, original documents, and any required releases in form and substance reasonably satisfactory to Transferee, and Transferee shall deliver the consideration described in Section 3.

7. INDEMNIFICATION

7.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of Transferor's representations, warranties or covenants in this Order; (b) claims arising from events or facts occurring prior to the Closing; and (c) liens or encumbrances not disclosed and not settled at or prior to Closing.

7.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor from and against claims arising out of Transferee's ownership or operation of the Assets after Closing and any breach of Transferee's representations, warranties or covenants hereunder.

8. TAXES AND COSTS

8.1 Payment of Taxes. Unless otherwise provided herein, all transfer, documentary, sales, use and other taxes and governmental charges payable in connection with the transfer of the Assets shall be paid as agreed by the parties:

8.2 Transaction Costs. Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and performance of this Order, except as otherwise provided herein.

9. NOTICES

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

10. GOVERNING LAW; VENUE

This Order 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 any dispute arising out of or in connection with this Order.

11. ENTIRE AGREEMENT

This Order, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, regarding the transfer of the Assets.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Order shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right under this Order will operate as a waiver of that right.

13. SEVERABILITY

If any provision of this Order is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving the original intent as closely as possible.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

This Order 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. Signatures delivered electronically or by facsimile shall be deemed original signatures for all purposes.

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