Liquidation Contract Template

LIQUIDATION CONTRACT

This Liquidation Contract (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: , a business organized under Jurisdiction: (the "Company"), and Purchaser Name: , a business organized under Jurisdiction: (the "Purchaser").

RECITALS

WHEREAS, the Company is undergoing liquidation proceedings pursuant to Insolvency or Liquidation Authority: ;

WHEREAS, the Company desires to sell, assign and transfer certain assets and rights as identified in Schedule of Assets attached hereto, and the Purchaser desires to purchase such assets on the terms and conditions set forth herein;

WHEREAS, the parties intend that the transfer effected by this Agreement shall effectuate an orderly liquidation of specified assets and allocate liabilities in accordance with the terms set forth below;

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

1. DEFINITIONS

Capitalized terms used in this Agreement have the following meanings unless the context otherwise requires:

"Assets" means all tangible and intangible assets described in Schedule of Assets: .

"Closing" means the consummation of the transactions contemplated by this Agreement on the Closing Date specified in Section 4.

2. APPOINTMENT AND AUTHORITY

The Company hereby authorizes and appoints the Purchaser, and the Purchaser accepts the appointment, to purchase and take title to the Assets on the terms and subject to the conditions set forth in this Agreement. The person executing this Agreement on behalf of the Company represents and warrants that he or she has full authority to bind the Company.

3. ASSETS TO BE LIQUIDATED

The Assets that are the subject of this Agreement are described in Schedule of Assets. The Company shall transfer to the Purchaser good and marketable title to the Assets free and clear of all liens, claims and encumbrances except those specifically set forth in Schedule of Exceptions:

4. PURCHASE PRICE AND PAYMENT

The aggregate purchase price for the Assets shall be Purchase Price: (the "Purchase Price"), payable as follows:

1. Deposit: Buyer shall deliver a deposit in the amount of upon execution of this Agreement, to be held in escrow and credited against the Purchase Price at Closing.
2. Balance: The remaining balance of the Purchase Price shall be paid in full by Payment Method: on or before Balance Due Date: .

5. CLOSING

The Closing shall occur on Closing Date: at Closing Location: , or at such other time and place as the parties may mutually agree in writing.

At Closing, the Company shall deliver to the Purchaser executed instruments of transfer, bills of sale, assignments and other documents reasonably necessary to transfer good and marketable title to the Assets, subject only to the permitted exceptions.

6. REPRESENTATIONS AND WARRANTIES

6.1 Company Representations. The Company represents and warrants to the Purchaser that, as of the Effective Date and as of the Closing Date: (a) the Company is duly organized and validly existing under the laws of its jurisdiction; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; (c) the Company has good and marketable title to the Assets, free and clear of all liens and encumbrances except as disclosed in Schedule of Exceptions; and (d) there is no pending litigation or governmental action that would materially impair the transfer of the Assets.

6.2 Purchaser Representations. The Purchaser represents and warrants to the Company that it has full power and authority to enter into and perform this Agreement and that the funds to be delivered at Closing are not the proceeds of illegal activity.

7. COVENANTS

Each party covenants to use commercially reasonable efforts to cooperate in good faith to effectuate the transactions contemplated by this Agreement, to provide all notices and consents required for transfer of the Assets, and to execute and deliver such further documents and instruments as may be reasonably necessary to consummate the sale and transfer.

8. TAXES AND LIABILITIES

Unless otherwise expressly provided in this Agreement, all transfer, documentary, sales and similar Taxes and governmental charges arising from or related to the transfer of the Assets shall be paid by Purchaser. The Company shall remain responsible for obligations and liabilities specifically identified in Schedule of Retained Liabilities: .

9. INDEMNIFICATION

9.1 Company Indemnity. The Company shall indemnify, defend and hold harmless the Purchaser and its affiliates from and against any losses, claims, damages or liabilities arising out of any breach of the Company's representations, warranties or covenants in this Agreement or arising from liabilities retained by the Company.

9.2 Purchaser Indemnity. The Purchaser shall indemnify, defend and hold harmless the Company from and against any losses arising from the Purchaser's breach of this Agreement or from the Purchaser's post-Closing use of the Assets.

10. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct, or indemnification obligations under Section 9, in no event shall either party be liable for consequential, incidental, punitive or special damages, and each party's aggregate liability in respect of any claim arising out of or in connection with this Agreement shall be limited to the Purchase Price actually paid at Closing.

11. NOTICES

All notices, requests, claims and other communications hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below or at such other address as a party may designate by notice to the other party in accordance with this Section.

12. GOVERNING LAW; MISCELLANEOUS

Governing Law: 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.

Entire Agreement: This Agreement, together with any schedules and attachments referenced herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals and communications, whether oral or written.

Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement shall continue in full force and effect and the affected provision shall be reformed only to the extent necessary to make it enforceable while preserving the parties' intent.

Amendments; Waiver: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any right under this Agreement shall not be deemed a waiver of that right.

Counterparts: This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

Survival: The representations, warranties, covenants and indemnities contained in this Agreement shall survive the Closing to the extent provided herein.

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