Purchase Sell Agreement

PURCHASE SELL AGREEMENT

This Purchase Sell Agreement (the "Agreement") is entered into as of by and between Seller Name: , Seller Address: and Buyer Name: , Buyer Address: .

RECITALS

WHEREAS, Seller is the lawful owner of the assets and property described as:

WHEREAS, Buyer desires to purchase and Seller desires to sell the assets and property on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to allocate risks and responsibilities, establish procedures for closing and payment, and set forth certain representations, warranties and covenants.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: "Assets" means the property described in the Property Description field above; "Closing" means the consummation of the transactions described herein; "Closing Date" means the date set forth in Section 3.

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer and assign to Buyer, and Buyer agrees to purchase from Seller, all right, title and interest in and to the Assets.

3. PURCHASE PRICE; PAYMENT

The Purchase Price shall be paid by Buyer to Seller at Closing by wire transfer to an account designated by Seller or by such other method as the parties may agree in writing. The Deposit, if paid, shall be held in escrow by: and applied to the Purchase Price at Closing or otherwise disposed of in accordance with this Agreement.

4. CLOSING

The Closing shall occur on or before at or at such other time and place as the parties may agree in writing.

5. SELLER'S REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date that: (a) Seller has good and marketable title to the Assets, free and clear of all liens, encumbrances, claims and interests other than those expressly disclosed in writing to Buyer; (b) Seller has full power and authority to enter into and perform this Agreement; (c) there is no pending litigation, arbitration, administrative proceeding or governmental investigation that would reasonably be expected to prevent or materially impair the transfer of the Assets; and (d) to Seller’s knowledge, the Assets are in the condition described in the Property Description field above.

6. BUYER'S REPRESENTATIONS AND WARRANTIES

Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into and perform this Agreement; (b) Buyer has the financial capacity to consummate the transactions contemplated herein; and (c) the execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations hereunder will not violate any agreement or instrument to which Buyer is a party.

7. CONDITIONS TO CLOSING

The obligations of each party to consummate the transactions hereunder are subject to the satisfaction or mutual waiver at or prior to Closing of the following conditions: (a) the representations and warranties of the other party being true and correct in all material respects as of the Closing Date; (b) performance by the other party of all obligations required to be performed prior to Closing; and (c) delivery at Closing of all instruments and documents required by Section 9.

8. COVENANTS

From the date hereof until the Closing, Seller shall (a) operate the Assets in the ordinary course consistent with past practice; (b) preserve the condition of the Assets; and (c) not incur any indebtedness secured by the Assets without Buyer’s prior written consent. Buyer shall use commercially reasonable efforts to obtain any approvals required for Closing.

9. CLOSING DELIVERIES

At Closing, Seller shall deliver: (a) bills of sale and assignment documents sufficient to transfer title to the Assets; (b) certificates evidencing the absence of liens, to the extent applicable; and (c) such other instruments reasonably requested by Buyer to effectuate the transfer. Buyer shall deliver the Purchase Price as provided in Section 3.

10. RISK OF LOSS; INSPECTION

Risk of loss or damage to the Assets shall remain with Seller until Closing. Buyer shall have the right, at Buyer’s expense and during normal business hours, to inspect the Assets prior to Closing. If, between the date of this Agreement and the Closing Date, any material loss or damage occurs to the Assets, Seller shall promptly notify Buyer and the parties shall negotiate in good faith an appropriate adjustment to the Purchase Price.

11. TAXES AND PRORATIONS

All sales, transfer, documentary and similar taxes and fees payable as a result of the transfer of the Assets shall be borne by . Any routine prorations (utilities, insurance, rent, if applicable) shall be made as of the Closing Date on a customary basis.

12. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the addresses below by hand, reputable overnight courier, or certified mail, return receipt requested:

13. AMENDMENTS; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties. No failure or delay by either party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT

This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

17. COUNTERPARTS

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 delivered by electronic means shall be effective as originals.

18. MISCELLANEOUS

Each party acknowledges that it has had the opportunity to consult with legal counsel prior to executing this Agreement and that this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party.

Sign Now