Liquidation Combine Agreement

LIQUIDATION COMBINE AGREEMENT

This Liquidation Combine Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Combining Party Name:

Liquidator/Combine Agent Name:

RECITALS

WHEREAS, the Combining Party owns or controls certain assets, inventory, accounts, and related rights described in Schedule A attached hereto (the Combined Assets); and

WHEREAS, the parties desire to combine, market and effect a coordinated liquidation of the Combined Assets in accordance with the terms and conditions set forth in this Agreement for the purpose of maximizing net recovery and allocating proceeds among participating interests.

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth herein: "Combined Assets" means the assets identified in Schedule A; "Net Proceeds" means gross proceeds from liquidation less Permitted Deductions; "Permitted Deductions" means liquidation expenses, taxes, commissions and fees as authorized under this Agreement.

APPOINTMENT; PURPOSE

Combining Party hereby appoints the Liquidator as exclusive agent to combine, market, sell and otherwise liquidate the Combined Assets, and the Liquidator accepts such appointment on the terms set forth herein. The Liquidator shall act in a fiduciary capacity to account for and distribute Net Proceeds in accordance with Section Allocation of Proceeds below.

COMBINED ASSETS; INVENTORY SCHEDULE

The Combined Assets shall be as set forth in Schedule A. The Combining Party represents that it has good and marketable title to the Combined Assets, free and clear of any liens except those disclosed in Schedule A.

Inventory and asset particulars (for initial records and allocations):

Subtotal Estimated Value:

LIQUIDATION METHOD; TIMING

The Liquidator shall determine and implement the liquidation method(s) in its commercially reasonable judgment, which may include public auction, sealed-bid sale, negotiated private sale, bulk disposition, or staged disposition. Select permitted primary method(s):

Auction Private Sale Bulk Sale

Target commencement date: . Estimated completion date: .

FEES; EXPENSES; DISTRIBUTION

The Liquidator shall be entitled to reimbursement of all reasonable and documented liquidation expenses (Permitted Deductions) and a liquidation fee equal to % of gross proceeds unless otherwise agreed in writing.

Estimated fees and expenses: . Net Proceeds after deductions: .

Allocation of Net Proceeds among participating interests shall be as set forth in Schedule B or, absent Schedule B, on a pro rata basis according to documented ownership percentages. If applicable, specify allocation instructions in Additional Provisions below.

REPRESENTATIONS AND WARRANTIES

The Combining Party represents and warrants to the Liquidator that: (a) it has authority to convey the Combined Assets for purposes of liquidation; (b) to the Combining Party's knowledge, the Combined Assets are not subject to undisclosed liens or encumbrances other than as disclosed in Schedule A; (c) information provided in schedules and listings is true, correct and complete in all material respects; and (d) there are no pending actions that would materially impair the disposition of the Combined Assets.

The Liquidator represents and warrants that it will conduct the liquidation in good faith and in a commercially reasonable manner consistent with customary industry practices for the selected liquidation method.

COVENANTS; COOPERATION

The Combining Party shall provide reasonable access to records and premises, execute such documents and provide such authorizations as the Liquidator may reasonably request to effectuate dispositions. The Combining Party shall not, without the Liquidator's prior written consent, encumber, sell or otherwise impair the Combined Assets during the term of this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

The Combining Party shall indemnify, defend and hold harmless the Liquidator and its affiliates, officers and agents from and against any losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Combining Party's breach of its representations, warranties or covenants. The Liquidator's liability to the Combining Party for any claim arising under this Agreement shall be limited to direct damages and shall not include consequential, punitive or exemplary damages.

DEFAULT; REMEDIES

Upon material breach by either party that is not cured within thirty (30) days following written notice, the non-breaching party may pursue any remedies available at law or in equity, including injunctive relief and specific performance. The election of one remedy shall not preclude pursuit of any other available remedy.

TAXES; REPORTING

Each party shall be responsible for its own tax reporting and payment obligations arising from distributions. The Liquidator may withhold amounts required by applicable tax law from distributions to comply with tax withholding obligations.

NOTICES

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the respective notice addresses set forth above or as otherwise designated in writing by a party.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in the county or jurisdiction agreed by the parties, and judgment upon the award rendered may be entered in any court of competent jurisdiction.

MISCELLANEOUS

This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in a writing signed by both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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