Purchase Agreement

PURCHASE AGREEMENT

This Purchase Agreement (the Agreement) is made and entered into as of by and between Seller Name: whose principal address is (Seller), and Buyer Name: whose principal address is (Buyer).

RECITALS

WHEREAS, Seller is the lawful owner of the property and rights described in Section 2 (the Purchased Property), and Seller has full authority to sell such Purchased Property; and

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

WHEREAS, the parties intend that the transactions contemplated by this Agreement be consummated in accordance with the schedules, allocations, and closing mechanics set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined have the meanings set forth below. "Purchased Property" means the assets, rights, inventory, equipment, contracts, permits, and other items described in Section 2. "Closing" has the meaning set forth in Section 5. "Closing Date" means the date upon which the transactions contemplated by this Agreement are consummated in accordance with Section 5.

2. PURCHASE AND SALE

2.1 Purchased Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, transfer and assign to Buyer, and Buyer agrees to purchase and accept from Seller, all of Seller's right, title and interest in and to the Purchased Property described as follows:

2.2 Excluded Assets. The Purchased Property expressly excludes assets listed by Seller in writing prior to the Effective Date and those items identified in the schedule of exclusions attached to this Agreement.

3. PURCHASE PRICE

The aggregate purchase price for the Purchased Property shall be $ (Purchase Price), payable as set forth in Section 4.

4. PAYMENT

4.1 Payment Mechanics. At Closing, Buyer shall pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller, less any deposit previously paid to Escrow Agent. The parties shall complete customary closing adjustments and prorations in accordance with Section 11.

4.2 Allocation. Buyer and Seller agree to allocate the Purchase Price among the categories of Purchased Property for tax and accounting purposes in a manner mutually agreed in writing prior to Closing.

5. CLOSING

5.1 Closing Date and Location. The Closing shall occur on or before (the Closing Date) at the offices of or such other place as the parties may agree in writing.

5.2 Deliveries at Closing. At Closing, Seller shall deliver to Buyer all instruments of conveyance and assignments necessary to transfer the Purchased Property free and clear of Liens (except as permitted by this Agreement), together with any required affidavits, bills of sale, and an executed closing statement. Buyer shall deliver the Purchase Price and any other documents required by this Agreement.

6. TITLE; RECORDS; INSPECTION

6.1 Title and Other Matters. If the Purchased Property includes real property or transfer of title is required, Seller shall cause marketable title to be vested in Buyer at Closing subject only to Permitted Exceptions specified in this Agreement. Buyer shall have the right to obtain an owner’s policy of title insurance at Buyer’s expense.

6.2 Inspection. Buyer shall have the right to inspect the Purchased Property and all relevant books, records, contracts and other materials during normal business hours prior to Closing. Seller agrees to provide reasonable access and copies of requested documents.

7. CONDITION OF PROPERTY; DISCLOSURES

Seller represents and warrants that, to the best of Seller's knowledge after reasonable inquiry, there are no material undisclosed liabilities or conditions affecting the Purchased Property other than those disclosed in Seller's written disclosures delivered to Buyer prior to the Effective Date.

8. REPRESENTATIONS AND WARRANTIES

8.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller is the sole owner of the Purchased Property and has full corporate or individual power and authority to execute and perform this Agreement; (b) the execution, delivery and performance of this Agreement by Seller do not and will not violate any agreement, judgment, order or law applicable to Seller; and (c) there are no pending actions or claims that would materially impair the Purchased Property or the ability to consummate the transactions contemplated hereby.

8.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into and perform its obligations under this Agreement, and that this Agreement constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms.

9. COVENANTS

From the Effective Date until the earlier of the Closing or termination of this Agreement, Seller shall (a) operate the Purchased Property in the ordinary course of business, (b) not mortgage, pledge, or otherwise encumber the Purchased Property except as permitted, and (c) promptly notify Buyer of any event that would constitute a breach of Seller's representations and warranties.

10. RISK OF LOSS

The risk of loss or damage to the Purchased Property shall remain with Seller until the Closing. In the event of any material loss or damage to the Purchased Property prior to Closing, Seller shall promptly notify Buyer and, at Buyer’s election, either repair such loss at Seller’s expense prior to Closing or adjust the Purchase Price in an amount reasonably reflecting such loss.

11. TAXES AND PRORATIONS

All real property taxes, assessments, rents, utilities and other similar items relating to the Purchased Property shall be prorated as of the Closing Date. Any transfer taxes, documentary stamps or similar taxes imposed by any governmental authority as a result of the transfer contemplated hereby shall be paid as set forth below:

12. DEFAULT; REMEDIES

If Buyer fails to consummate the Closing in breach of this Agreement, Seller may either (a) terminate this Agreement and retain the deposit as liquidated damages, which the parties agree is a reasonable estimate of Seller's damages, or (b) pursue specific performance and any other remedies available at law or in equity. If Seller fails to consummate the Closing in breach of this Agreement, Buyer may seek specific performance or recover actual damages.

13. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate in writing in accordance with this Section.

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. The parties agree that any action to enforce this Agreement shall be brought exclusively in the state or federal courts located in the county specified by the governing law state.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 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 and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15.2 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent to the greatest extent permitted by law.

16. AMENDMENTS; WAIVER; COUNTERPARTS

16.1 Amendments. Any amendment or modification of this Agreement shall be effective only if in writing and signed by both parties.

16.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude other or further exercise of that or any other right.

16.3 Counterparts; Electronic Signatures. 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. Signatures transmitted by electronic means shall be binding.

17. MISCELLANEOUS

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