[{"id":"595d0172-058f-42b4-9764-52fbe454b618","order":10,"text":"BUSINESS PURCHASE AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"54be2d45-a90b-478f-ab38-62f436e98ae8","order":20,"text":"This Business Purchase Agreement (this “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”), by and between the parties identified below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"a98a7794-ea29-4d36-9d00-7aa5d444b62b","order":30,"text":"SELLER: [Seller name], an individual residing at [Seller address] (“Seller”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"13705396-62d5-43a5-89bf-c666c5bb2366","value":"entity","type":"remove","operator":"="}]},{"id":"52f0f9cc-429c-4522-8e74-8f91105b82b3","order":40,"text":"SELLER: [Seller name], a [entity type] organized under the laws of the State of [State], with its principal place of business at [Seller address] (“Seller”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"13705396-62d5-43a5-89bf-c666c5bb2366","value":"individual","type":"remove","operator":"="}]},{"id":"1d8a7c29-96ad-4300-b5ae-40bc4d8187a5","order":50,"text":"BUYER: [Buyer name], an individual residing at [Buyer address] (“Buyer”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d64d78ea-1584-40c7-8c48-162edba8bd69","value":"entity","type":"remove","operator":"="}]},{"id":"8a39c91a-f491-435b-b8a8-505bc678a4d9","order":60,"text":"BUYER: [Buyer name], a [entity type] organized under the laws of the State of [State], with its principal place of business at [Buyer address] (“Buyer”).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"d64d78ea-1584-40c7-8c48-162edba8bd69","value":"individual","type":"remove","operator":"="}]},{"id":"95bafae8-0cb5-495f-b96a-38001b619560","order":70,"text":"Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"9c424372-2c5e-491f-8795-c1c5f5012270","order":80,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"8abfd5a6-90a3-40d0-a1df-fb7febc177d8","order":90,"text":"WHEREAS, Seller owns and operates a business known as [Business name], engaged in [description of the business] and located at [business location] (the “Business”);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71630141-dbc0-4691-a8c9-923b56e1d619","order":100,"text":"WHEREAS, the Business is conducted through [Company name], a [entity type] organized under the laws of the State of [State] (the “Company”), of which Seller owns [percentage] of the issued and outstanding equity interests;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"asset","type":"remove","operator":"="}]},{"id":"91f8e599-6c8a-47bc-a486-958f9d136039","order":110,"text":"WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the assets used in the operation of the Business, and Buyer desires to assume only the Assumed Liabilities, all upon the terms and subject to the conditions set forth herein;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"c673d251-76c0-444a-aed2-53dffa9a7269","order":120,"text":"WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, [percentage] of the issued and outstanding equity interests of the Company, upon the terms and subject to the conditions set forth herein;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"asset","type":"remove","operator":"="}]},{"id":"e1271f3d-6600-43b4-8c96-fc20380f8686","order":130,"text":"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, intending to be legally bound, agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"a659943f-7d84-4412-a91e-d2ddf8293981","order":140,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"bf138bf3-d08f-4d0b-a5bf-ebf28b50ce8a","order":150,"text":"For purposes of this Agreement, the following capitalized terms have the meanings set forth below, and other capitalized terms are defined elsewhere in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c2f948e-9daf-4ad1-9943-bc61783065e5","order":160,"text":"“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. “Business Day” means any day other than a Saturday, Sunday, or day on which banks in the State of the Governing Law are authorized or required to close. “Contracts” means all written or oral agreements, leases, licenses, commitments, and other binding arrangements. “GAAP” means United States generally accepted accounting principles, consistently applied. “Governmental Authority” means any federal, state, local, or foreign government, court, regulatory or administrative agency, or other governmental body. “Law” means any applicable statute, law, ordinance, regulation, rule, code, order, or other requirement of any Governmental Authority. “Person” means any individual, corporation, partnership, limited liability company, trust, or other entity or Governmental Authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87f88b83-0f4b-479f-8d58-dd25146e70f8","order":170,"text":"“Assets” means all of the assets, properties, and rights of the Business to be sold to Buyer as described in this Agreement, other than the Excluded Assets. “Assumed Liabilities” means only those liabilities of the Business expressly assumed by Buyer as set forth in this Agreement. “Excluded Assets” means the assets retained by Seller as set forth in this Agreement. “Excluded Liabilities” means all liabilities of Seller or the Business other than the Assumed Liabilities. “Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, option, right of first refusal, or other restriction or encumbrance of any kind. “Permitted Encumbrances” means liens for Taxes not yet due and payable, statutory liens arising in the ordinary course, and such other Encumbrances as Buyer expressly accepts in writing. “Closing” means the consummation of the transactions contemplated by this Agreement, and “Closing Date” means the date on which the Closing occurs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47b1a673-596e-4a3e-a7ab-95d72596e4a5","order":180,"text":"“Material Adverse Effect” means any change, event, or effect that is, or would reasonably be expected to be, materially adverse to the business, assets, liabilities, financial condition, or results of operations of the Business, taken as a whole, excluding changes resulting from general economic conditions, industry-wide developments, changes in Law or GAAP, or the announcement of this Agreement, except to the extent such changes disproportionately affect the Business. “Fundamental Representations” means the representations and warranties concerning organization and authority, title to the Assets or the Shares, capitalization, brokers, and taxes. “Knowledge” means, with respect to a Party, the actual knowledge of such Party (or, for an entity, its officers and managers) after reasonable inquiry. “Tax” means any federal, state, local, or foreign income, sales, use, transfer, payroll, property, excise, or other tax, together with any interest, penalty, or addition thereto, and “Tax Return” means any return, report, or filing relating to Taxes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8e7dcb3-6005-4d58-a16b-58f811ccc0f2","order":190,"text":"2. SALE AND PURCHASE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"cbb92af9-8a2a-4d40-b972-fafef8087ec5","order":200,"text":"Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title, and interest in and to the Assets, free and clear of all Encumbrances other than the Assumed Liabilities and Permitted Encumbrances expressly accepted by Buyer in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"651ea1e4-b887-4855-bb70-f21d1b9964f1","order":210,"text":"The Assets include, to the extent used in or relating to the Business and except for the Excluded Assets: all tangible personal property, machinery, equipment, tools, furniture, fixtures, vehicles, and leasehold improvements; all inventory, supplies, raw materials, work in process, and finished goods; all accounts receivable, notes receivable, and other rights to payment; all rights under the Contracts assigned to Buyer (the “Assigned Contracts”); all intellectual property, including trademarks, trade names, service marks, domain names, copyrights, patents, trade secrets, software, and the goodwill of the Business associated therewith; all transferable permits, licenses, and governmental authorizations; all customer and supplier lists, books, records, and files relating to the Business; all deposits, prepaid expenses, and credits; and all warranties, guarantees, and claims against third parties relating to the Assets.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"d3aab5a2-fbd5-4142-bf4a-4585ec12aac3","order":220,"text":"The following assets are “Excluded Assets” retained by Seller and not sold to Buyer: all cash and cash equivalents and bank accounts (except as otherwise agreed in writing); Seller’s corporate, organizational, minute, and Tax records; all Tax refunds, credits, and prepayments relating to Pre-Closing Tax Periods; all insurance policies and rights and proceeds thereunder; all rights of Seller under this Agreement; all assets relating exclusively to the Excluded Liabilities; and any employee benefit plans and the assets thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"4a22d2c0-b4d4-42da-8295-a786448580a9","order":230,"text":"At the Closing, Buyer shall assume and agree to pay, perform, and discharge when due only the Assumed Liabilities, being (a) the obligations of Seller under the Assigned Contracts arising and to be performed after the Closing (other than obligations arising from any pre-Closing breach), and (b) those specific liabilities expressly set forth in the schedule of Assumed Liabilities. Buyer does not assume, and Seller shall remain solely responsible for, all Excluded Liabilities, including without limitation: all liabilities not expressly assumed; all Pre-Closing Tax liabilities; all liabilities arising from any pre-Closing breach, tort, product liability, or violation of Law; all indebtedness for borrowed money; all liabilities to employees accruing on or before the Closing; and all undisclosed liabilities of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"82f955cb-984b-445c-89fa-c4d461464fa5","order":240,"text":"Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, [percentage] of the issued and outstanding equity interests of the Company (the “Shares”), free and clear of all Encumbrances. Upon the Closing, Buyer shall own the Shares and, indirectly, all assets and liabilities of the Company, subject to the representations, warranties, covenants, and indemnities set forth in this Agreement. The sale of the Shares includes all rights and benefits incident to ownership thereof, including all rights to declared but unpaid distributions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"asset","type":"remove","operator":"="}]},{"id":"d4a24368-0706-4314-b961-18575024f373","order":250,"text":"3. PURCHASE PRICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"ab135f3a-980c-454e-8614-acdb52abda01","order":260,"text":"The aggregate purchase price for the [Assets/Shares] shall be [Purchase Price] (the “Purchase Price”), subject to the adjustments and proration set forth in this Agreement, and payable as set forth in this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"11eefcfc-db9b-493e-8210-cec9ad4b0ea0","order":270,"text":"The Purchase Price shall be paid in full by Buyer to Seller at the Closing by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) Business Days prior to the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c138e91c-2d98-41f5-9ed1-3b50a7b63f42","value":"lump","type":"add","operator":"="}]},{"id":"023d912d-7d80-4174-b162-6c87567a52bd","order":280,"text":"Buyer shall pay a deposit of [Deposit amount] upon the execution of this Agreement (the “Deposit”), to be credited against the Purchase Price at the Closing, and shall pay the balance of [Balance amount] at the Closing by wire transfer of immediately available funds. If the transactions contemplated hereby fail to close for any reason other than Buyer’s material breach, the Deposit shall be promptly refunded to Buyer; if the failure to close results from Buyer’s material breach, the Deposit shall be retained by Seller as liquidated damages and not as a penalty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c138e91c-2d98-41f5-9ed1-3b50a7b63f42","value":"deposit","type":"add","operator":"="}]},{"id":"30e9802f-5e43-4402-865f-e7619c1467bf","order":290,"text":"Buyer shall pay a down payment of [Down payment] at the Closing by wire transfer of immediately available funds, and the remaining balance of [Financed amount] shall be financed by Seller pursuant to a promissory note (the “Promissory Note”) bearing interest at the rate of [rate]% per annum, payable in equal monthly installments of principal and interest over a term of [term] months, with no prepayment penalty. The Promissory Note shall be secured by a first-priority security interest in the [Assets/Shares] pursuant to a separate security agreement, and Buyer shall execute and authorize the filing of all UCC financing statements reasonably requested by Seller. Upon any default that remains uncured after notice and a cure period, the entire unpaid balance shall, at Seller’s option, become immediately due and payable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c138e91c-2d98-41f5-9ed1-3b50a7b63f42","value":"sellerfin","type":"add","operator":"="}]},{"id":"beef31e2-1c48-4f5b-b8e5-5f2606413b52","order":300,"text":"The Purchase Price (together with the Assumed Liabilities, to the extent properly taken into account under the Internal Revenue Code) shall be allocated among the Assets in accordance with their respective fair market values and Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder. The Parties shall (a) cooperate in preparing such allocation, (b) report the transaction consistently with such allocation for all Tax purposes, including the filing of IRS Form 8594, and (c) not take any position inconsistent with such allocation except as required by a final determination of a Governmental Authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"a89691d4-586b-49b4-8284-3b88c2ec2c63","order":310,"text":"At the Closing, an amount equal to [Escrow amount] of the Purchase Price (the “Escrow Amount”) shall be deposited into escrow with a mutually acceptable escrow agent pursuant to an escrow agreement in customary form, to be held for a period of [number] months following the Closing (the “Escrow Period”) as security for Seller’s indemnification obligations under this Agreement. Any portion of the Escrow Amount not subject to a pending good-faith indemnification claim shall be released to Seller upon expiration of the Escrow Period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2f615d54-b238-4c63-a768-93947a1e7788","value":"1","type":"add","operator":"="}]},{"id":"6bc49302-86c7-4360-a05a-db3a146d9893","order":320,"text":"All ad valorem and personal property Taxes, utility charges, rents, prepaid expenses, and similar items relating to the Business or the Assets shall be prorated between the Parties as of the Closing Date, with Seller responsible for the portion attributable to the period ending on the Closing Date and Buyer responsible for the portion attributable to the period thereafter. Any amounts that cannot be determined as of the Closing shall be adjusted between the Parties within sixty (60) days after the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dff83309-2d2f-46a5-9277-cac7e71ceff6","order":330,"text":"4. CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"c23f570c-e979-4b03-8ed4-71e66da4f5ba","order":340,"text":"The Closing shall take place on [Closing Date] (the “Closing Date”) at [location], or remotely by the electronic exchange of executed documents and funds, or at such other time, date, and place as the Parties may mutually agree in writing. All deliveries and transactions at the Closing shall be deemed to occur simultaneously, and no delivery shall be effective until all are completed or waived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bcab5f4d-c812-4226-af6c-7fc06ade5c34","order":350,"text":"At the Closing, Seller shall deliver to Buyer: a duly executed bill of sale and such assignments, endorsements, and other good and sufficient instruments of conveyance and transfer as are necessary to vest in Buyer good and marketable title to the Assets; duly executed assignment and assumption agreements for the Assigned Contracts; all third-party consents and approvals required to assign the Assigned Contracts and to consummate the transactions; payoff letters and releases of all Encumbrances on the Assets; a certificate of non-foreign status (FIRPTA affidavit); and a certificate of good standing of Seller, if an entity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"b6f35cc8-fb03-4efd-9072-d1ee17efc256","order":360,"text":"At the Closing, Seller shall deliver to Buyer: certificates representing the Shares, duly endorsed in blank or accompanied by duly executed equity transfer powers; written resignations, effective as of the Closing, of such directors, managers, and officers of the Company as Buyer may request; the minute books, equity ledgers, corporate seal, and other corporate records of the Company; a certificate of good standing of the Company; payoff letters and releases of all Encumbrances on the Shares and on the assets of the Company as Buyer may reasonably require; and a certificate of non-foreign status (FIRPTA affidavit).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"asset","type":"remove","operator":"="}]},{"id":"4131d9c2-54f5-46b8-8607-463f78fe76f2","order":370,"text":"At the Closing, Buyer shall deliver to Seller: the Purchase Price (or the portion thereof then due) by wire transfer of immediately available funds; the duly executed assignment and assumption agreement and, if applicable, the Promissory Note and security agreement; and such other documents and instruments as are reasonably necessary to consummate the transactions contemplated by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2436345d-694f-4f27-b282-6b687af9e1f2","order":380,"text":"At the Closing, each Party shall deliver to the other a certificate, dated as of the Closing Date and signed by an authorized representative, certifying that such Party’s representations and warranties remain true and correct in all material respects and that such Party has performed its covenants required to be performed at or prior to the Closing (each, a “Bring-Down Certificate”), and such secretary’s certificates and incumbency certificates as the other Party may reasonably request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0669ff5-8704-45ab-a394-cfa45c6f1f0e","order":390,"text":"5. CONDITIONS TO CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"d76239a7-46e5-4eba-8b00-02b4e26e692b","order":400,"text":"The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver by Buyer, at or prior to the Closing, of the following conditions: (i) the representations and warranties of Seller shall be true and correct in all material respects as of the Closing (except for representations qualified by materiality, which shall be true and correct in all respects); (ii) Seller shall have performed in all material respects all covenants required to be performed by it; (iii) no Material Adverse Effect shall have occurred since the date of this Agreement; (iv) all required consents, approvals, and authorizations shall have been obtained; (v) no Law or order shall prohibit the consummation of the transactions; and (vi) Seller shall have delivered all documents required to be delivered by it at the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b7199d8-8df9-40a5-afd5-26c36cb93550","order":410,"text":"The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver by Seller, at or prior to the Closing, of the following conditions: (i) the representations and warranties of Buyer shall be true and correct in all material respects as of the Closing; (ii) Buyer shall have performed in all material respects all covenants required to be performed by it; (iii) no Law or order shall prohibit the consummation of the transactions; and (iv) Buyer shall have delivered the Purchase Price and all other documents required to be delivered by it at the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dca2313a-c77f-475a-ad01-f28b4d5d7b6a","order":420,"text":"6. REPRESENTATIONS AND WARRANTIES OF SELLER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S06"},{"id":"d229570a-4522-4edc-a069-1e114158c377","order":430,"text":"Seller represents and warrants to Buyer that the statements contained in this Article are true and correct as of the date of this Agreement and as of the Closing Date, except as set forth in the disclosure schedules delivered by Seller (the “Disclosure Schedules”), which qualify these representations and warranties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"302a5ad7-4502-41d5-8ed4-85351d5ee43c","order":440,"text":"Organization, Authority, and Enforceability. Seller is duly organized (if an entity), validly existing, and in good standing under the Laws of its jurisdiction, and has full power and authority to own and operate the Business and to enter into and perform this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement do not violate, conflict with, or result in a breach of any Law, order, organizational document, or Contract binding on Seller, and require no consent except as disclosed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e9423a6-dc52-4273-8604-4fee9c2166b7","order":450,"text":"Financial Statements and Undisclosed Liabilities. The financial statements of the Business made available to Buyer have been prepared in accordance with GAAP (or the Business’s historical accounting practices, consistently applied) and fairly present, in all material respects, the financial condition and results of operations of the Business as of the dates and for the periods indicated. The Business has no liabilities required to be reflected on a balance sheet prepared in accordance with GAAP, other than liabilities reflected in such financial statements, liabilities incurred in the ordinary course of business since the date thereof, and liabilities disclosed in the Disclosure Schedules.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e625874-3565-4132-92ad-e4b071cfd273","order":460,"text":"Absence of Certain Changes. Since the date of the most recent financial statements, the Business has been conducted in the ordinary course consistent with past practice, and there has been no Material Adverse Effect and no event that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c87e9d0-a5b9-4189-862c-99dab241f1b4","order":470,"text":"Compliance, Permits, and Litigation. The Business has been conducted in compliance in all material respects with all applicable Laws and holds all material permits, licenses, and authorizations required for its operation, all of which are valid and in full force. There is no action, suit, investigation, or proceeding pending or, to Seller’s Knowledge, threatened against Seller or the Business, and neither Seller nor the Business is subject to any outstanding order or judgment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35f6aa37-5bf9-482c-8719-e4838a6b1aab","order":480,"text":"Taxes. All Tax Returns required to be filed by or with respect to the Business have been timely filed and are true and complete in all material respects; all Taxes due and payable have been paid; there are no Tax liens (other than for Taxes not yet due) and no pending or threatened Tax audits, claims, or assessments; and the Business has properly withheld and remitted all Taxes required to be withheld from employees and other Persons.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c62d3eec-7ad3-4867-a3f1-5ca74faf3369","order":490,"text":"Contracts. Each material Contract of the Business is valid, binding, and in full force and effect; neither Seller nor, to Seller’s Knowledge, any other party is in material breach thereof; and Seller has made available to Buyer true and complete copies of all material Contracts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4324cd67-d88a-40fc-bfaf-5ab10091e931","order":500,"text":"Assets, Inventory, and Receivables. The tangible Assets are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the conduct of the Business as currently conducted. The inventory is of merchantable quality and usable or saleable in the ordinary course. The accounts receivable arose from bona fide transactions in the ordinary course and, to Seller’s Knowledge, are collectible in the ordinary course, subject to any reserve reflected in the financial statements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"179ba830-da95-4170-8624-9bb06e9b83fb","order":510,"text":"Intellectual Property. Seller owns or has the valid right to use all intellectual property used in the Business, free of Encumbrances; the conduct of the Business does not infringe the intellectual property rights of any third party; and, to Seller’s Knowledge, no third party is infringing the intellectual property of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a125a07-9753-4a78-bae0-49ea87d7b136","order":520,"text":"Employees and Benefits. The Disclosure Schedules list all employees of the Business and their compensation. The Business is in compliance in all material respects with all applicable Laws regarding employment, wages, hours, and benefits, and there are no pending labor disputes. Each employee benefit plan has been maintained in compliance in all material respects with its terms and applicable Law, including ERISA and the Internal Revenue Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f03572c-39fc-4364-acc7-9930a434aaf7","order":530,"text":"Real Property and Environmental. The Disclosure Schedules describe all real property owned or leased in connection with the Business. Seller has not received any notice of violation of any environmental Law, and, to Seller’s Knowledge, no hazardous substances have been released at any property of the Business in a manner requiring remediation under applicable environmental Law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"229a104d-1592-4153-b14b-e27555d62e23","order":540,"text":"Insurance, Affiliates, and Brokers. The Business maintains insurance customary for its industry, all of which is in full force and effect. Except as disclosed, there are no Contracts or transactions between the Business and any Affiliate of Seller. Seller has not engaged any broker, finder, or investment banker entitled to any fee or commission in connection with the transactions, other than any such Person whose fee shall be the sole responsibility of Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e7649e42-1681-4597-8e87-934ee611cc07","order":550,"text":"Full Disclosure. No representation or warranty by Seller in this Agreement, and no statement in the Disclosure Schedules, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9e98f70-930a-4c9f-bdf3-6e114a9ac240","order":560,"text":"Title to Assets. Seller is the lawful owner of, and has good and marketable title to, the Assets, free and clear of all Encumbrances, and at the Closing will convey such title to Buyer free and clear of all Encumbrances other than the Assumed Liabilities and Permitted Encumbrances.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"ee28a46c-4a95-48de-9c39-eed8bf4fc916","order":570,"text":"Capitalization and Title to Shares. Seller is the lawful and record owner of the Shares, free and clear of all Encumbrances; the Shares constitute the percentage of the issued and outstanding equity interests of the Company stated in this Agreement; the Shares are duly authorized, validly issued, fully paid, and non-assessable, and were not issued in violation of any preemptive rights or securities Laws; there are no outstanding options, warrants, or other rights to acquire equity of the Company; the Company is duly organized, validly existing, and in good standing, has no undisclosed subsidiaries, and its corporate records are complete and accurate in all material respects.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"asset","type":"remove","operator":"="}]},{"id":"0af7ab26-083b-4f4e-b20c-8957b3cba879","order":580,"text":"7. REPRESENTATIONS AND WARRANTIES OF BUYER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"7d8f5847-dabf-481b-a97b-db921bfeacc0","order":590,"text":"Buyer represents and warrants to Seller that the statements contained in this Article are true and correct as of the date of this Agreement and as of the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cbe5c27a-fbf9-4cb5-a4da-b529f6084962","order":600,"text":"Organization, Authority, and Enforceability. Buyer is duly organized (if an entity), validly existing, and in good standing under the Laws of its jurisdiction, and has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement do not violate, conflict with, or result in a breach of any Law, order, organizational document, or Contract binding on Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ad11c36-5add-4894-946d-687d2ff1ea17","order":610,"text":"Financing and Brokers. Buyer has, or will have at the Closing, sufficient funds available to pay the Purchase Price and consummate the transactions contemplated by this Agreement. Buyer has not engaged any broker, finder, or investment banker entitled to any fee or commission, other than any such Person whose fee shall be the sole responsibility of Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ff216f7-5ee7-4e85-a656-0c43128c7b09","order":620,"text":"Independent Investigation. Buyer acknowledges that it has conducted its own independent investigation of the Business and is relying solely on its own investigation and on the express representations and warranties of Seller set forth in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"acadc517-537b-4f87-9228-8e07df53559b","order":630,"text":"Securities Representation. Buyer is acquiring the Shares for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of any applicable securities Laws, and Buyer is able to bear the economic risk of its investment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"asset","type":"remove","operator":"="}]},{"id":"51e544e3-00ee-48eb-95e8-2be33a63590e","order":640,"text":"8. COVENANTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"9f79f3f1-5a8d-4418-8f0f-ac32b36821e0","order":650,"text":"Conduct of the Business Pending Closing. From the date of this Agreement until the Closing, Seller shall conduct the Business only in the ordinary course consistent with past practice, shall use commercially reasonable efforts to preserve intact the Business organization and its relationships with customers, suppliers, employees, and others, and shall not, without Buyer’s prior written consent, sell or encumber any material Asset outside the ordinary course, increase compensation other than in the ordinary course, enter into or terminate any material Contract outside the ordinary course, or take any action that would cause a Material Adverse Effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df0f5a33-adfa-4bac-a297-42715d305828","value":"yes","type":"add","operator":"="}]},{"id":"68c609cc-cdca-47d8-ac6d-057a3d56e393","order":660,"text":"Exclusivity. From the date of this Agreement until the Closing or the earlier termination of this Agreement, Seller shall not, and shall cause its representatives not to, directly or indirectly, solicit, initiate, or engage in discussions or negotiations with any other Person concerning the sale of the Business, the Assets, or the Shares, and shall promptly notify Buyer of any such inquiry received.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df0f5a33-adfa-4bac-a297-42715d305828","value":"yes","type":"add","operator":"="}]},{"id":"3fec3c9f-aa9f-4ab4-94dd-da118f5ea999","order":670,"text":"Access and Information. From the date of this Agreement until the Closing, Seller shall afford Buyer and its representatives reasonable access, during normal business hours and upon reasonable notice, to the properties, books, records, and personnel of the Business, in a manner that does not unreasonably interfere with the operation of the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df0f5a33-adfa-4bac-a297-42715d305828","value":"yes","type":"add","operator":"="}]},{"id":"a62bda77-60aa-4d9e-85f0-d81bb5262a5d","order":680,"text":"Confidentiality. Each Party shall keep confidential all non-public information obtained from the other Party in connection with this Agreement and shall use such information solely for the purpose of evaluating and consummating the transactions contemplated hereby. From and after the Closing, Seller shall keep confidential, and shall not use for the benefit of any Person other than Buyer, all non-public and proprietary information relating to the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c5f70562-20e4-4bd8-acc4-c8cbe30456fb","order":690,"text":"Publicity. No Party shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, except as required by Law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7e38b971-c258-459a-952f-fc5f63793574","order":700,"text":"Further Assurances. From time to time after the Closing, each Party shall execute and deliver such further instruments and take such further actions as the other Party may reasonably request to carry out the purposes of this Agreement and to vest, perfect, or confirm the rights transferred hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eff13266-77bb-4bdf-9f77-d19cd9a21f75","order":710,"text":"Transfer of Permits and Records. Seller shall use commercially reasonable efforts to assist Buyer in obtaining the transfer, reissuance, or replacement of all permits and licenses necessary to operate the Business after the Closing, and shall deliver to Buyer all books, records, and files relating to the Assets and the Business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"efb615c2-e814-4545-bcba-a9f601949820","order":720,"text":"Accounts Receivable and Mail. After the Closing, Seller shall promptly remit to Buyer any payments received by Seller in respect of the accounts receivable included in the Assets, and shall forward to Buyer any mail, communications, or payments relating to the Business received by Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"4147fcf0-e792-402c-b88e-62c9beda23ef","order":730,"text":"Employee Matters. As of the Closing, Buyer may, but is not obligated to, offer employment to the employees of the Business on terms determined by Buyer. Seller shall be responsible for all wages, salaries, accrued vacation, benefits, and other obligations to its employees accruing on or before the Closing, and for all liabilities arising from the termination of any employee not hired by Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"8f293b33-51cc-4b1c-8f0c-de234e2d0608","order":740,"text":"Bulk Sales. The Parties waive compliance with the provisions of any applicable bulk sales, bulk transfer, or similar Laws of any jurisdiction; provided that Seller shall indemnify and hold Buyer harmless from and against any liability arising out of such non-compliance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"fd01108a-ed7d-4cea-815b-f6230059158c","value":"stock","type":"remove","operator":"="}]},{"id":"9841a04c-e98c-49fc-a736-953b0515982c","order":750,"text":"9. TAX MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S09"},{"id":"37d5b3db-593a-44a5-9758-cb46c52aa025","order":760,"text":"Transfer Taxes. All sales, use, transfer, documentary, recording, and similar Taxes arising out of the transactions contemplated by this Agreement shall be borne equally by the Parties, unless otherwise required by Law, and the Party required by Law to file any related Tax Return shall do so, with the other Party cooperating as reasonably requested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"62616f5d-50b7-407a-a096-c1509c3a4957","order":770,"text":"Allocation of Taxes (Straddle Periods). Seller shall be responsible for all Taxes of, or relating to, the Business or the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Tax Periods”), and Buyer shall be responsible for all Taxes for periods beginning after the Closing Date. For any taxable period that includes but does not end on the Closing Date, Taxes shall be allocated between the Parties on a closing-of-the-books basis as of the Closing Date (with periodic Taxes such as property Taxes prorated on a daily basis).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e0c858c3-b4d3-42d0-aef8-482872bbc839","order":780,"text":"Cooperation. The Parties shall cooperate fully, as reasonably requested, in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to Taxes relating to the Business or the Company, and shall retain and provide records and information reasonably relevant thereto.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4baeb010-7256-46aa-b1f2-ab57e6f83560","order":790,"text":"Tax Treatment of the Sale. The Parties shall report the transaction for all Tax purposes in a manner consistent with this Agreement and the Purchase Price allocation, and shall not take any inconsistent position except as required by a final determination of a Governmental Authority. The Parties shall consider in good faith, and may by mutual written agreement make, any election available under applicable Tax Law (including, in the case of a stock sale, any election under Section 338(h)(10) of the Internal Revenue Code) where mutually beneficial.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9132b27f-48eb-41ca-a5bc-53004dbc5785","order":800,"text":"10. NON-COMPETITION AND NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"c2c95a13-1539-4aec-90e5-fa32b7b3df84","value":"yes","type":"add","operator":"="}],"sectionNum":"S10"},{"id":"61e1fce0-1ff7-495a-80e6-df2c53261f96","order":810,"text":"In consideration of the purchase of the goodwill of the Business, for a period of [number] years following the Closing Date (the “Restricted Period”), Seller shall not, directly or indirectly, whether as owner, partner, member, shareholder, employee, consultant, or otherwise, engage in, own, manage, operate, finance, or assist any business that competes with the Business as conducted as of the Closing Date within [geographic area] (the “Restricted Territory”); provided that the ownership of less than two percent (2%) of the publicly traded securities of any entity shall not be a violation of this covenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c2c95a13-1539-4aec-90e5-fa32b7b3df84","value":"yes","type":"add","operator":"="}]},{"id":"82474c7e-56b0-41a0-b8f3-a2d46d06aff0","order":820,"text":"During the Restricted Period, Seller shall not, directly or indirectly, (a) solicit, induce, or attempt to induce any customer, supplier, or business relation of the Business to cease or reduce its business with the Business or with Buyer, or (b) solicit, hire, or attempt to solicit or hire any employee of the Business or of Buyer, or induce any such employee to leave such employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c2c95a13-1539-4aec-90e5-fa32b7b3df84","value":"yes","type":"add","operator":"="}]},{"id":"989b2a0e-999f-48e0-885b-fb7d41127a1f","order":830,"text":"Seller acknowledges that the covenants in this Article are reasonable in scope, duration, and geographic area and are necessary to protect the legitimate business interests and goodwill acquired by Buyer, and that the consideration paid hereunder is adequate consideration for these covenants. If any court of competent jurisdiction determines that any restriction in this Article is unenforceable as written, such restriction shall be enforced to the maximum extent permitted by Law, and the court is expressly authorized to revise (blue-pencil) the restriction to render it enforceable. Seller further acknowledges that a breach of this Article would cause irreparable harm for which monetary damages would be inadequate, and that Buyer shall be entitled to injunctive relief without the necessity of posting a bond, in addition to any other remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c2c95a13-1539-4aec-90e5-fa32b7b3df84","value":"yes","type":"add","operator":"="}]},{"id":"53c1e696-089d-4f03-9e14-b7f36366aaae","order":840,"text":"11. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"8de53bb4-301a-488e-8287-c35a52b4f330","order":850,"text":"Survival. The representations and warranties of the Parties shall survive the Closing for a period of [number] months; provided that the Fundamental Representations and any claim based on fraud or intentional misrepresentation shall survive until the expiration of the applicable statute of limitations. The covenants of the Parties shall survive in accordance with their respective terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ddce9762-4f5e-4990-a7f3-a86045e010d6","order":860,"text":"Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, officers, directors, employees, and agents from and against any and all losses, liabilities, damages, deficiencies, Taxes, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or resulting from (a) any breach of any representation or warranty of Seller, (b) any breach of any covenant of Seller, (c) any Excluded Liability, and (d) any Pre-Closing Tax of the Business or the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8c47b0b-36da-47f5-b173-5543cad55d66","order":870,"text":"Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates from and against any and all Losses arising out of or resulting from (a) any breach of any representation or warranty of Buyer, (b) any breach of any covenant of Buyer, and (c) any Assumed Liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0fec0fa8-8c8f-41e9-8ff9-14ace0b5041c","order":880,"text":"Limitations. Except in the case of fraud, intentional misrepresentation, or breach of a Fundamental Representation: (a) no indemnifying Party shall be liable until the aggregate amount of Losses exceeds [Basket amount] (the “Basket”), after which the indemnifying Party shall be liable only for Losses in excess of the Basket; (b) no individual claim (or series of related claims) involving Losses of less than a de minimis amount agreed by the Parties shall be counted toward the Basket; and (c) the aggregate liability of an indemnifying Party for breaches of representations and warranties shall not exceed [Cap amount] (the “Cap”). The limitations in this paragraph shall not apply to breaches of Fundamental Representations, covenants, fraud, or indemnification for Excluded Liabilities, Assumed Liabilities, or Taxes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f31f53ed-0265-45c1-a05f-ce2e60cd5fe0","order":890,"text":"Procedure. A Party seeking indemnification (the “Indemnified Party”) shall give the indemnifying Party prompt written notice of any claim, describing the claim in reasonable detail; provided that the failure to give prompt notice shall not relieve the indemnifying Party of its obligations except to the extent it is actually prejudiced thereby. With respect to third-party claims, the indemnifying Party shall have the right to assume and control the defense thereof with counsel of its choice, and the Indemnified Party shall have the right to participate at its own expense; the indemnifying Party shall not settle any such claim without the Indemnified Party’s consent (not to be unreasonably withheld) unless the settlement provides a full release and involves only monetary payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"93590adb-4459-4d29-898d-3e12d057a325","order":900,"text":"Mitigation and Other Limitations. The Indemnified Party shall use commercially reasonable efforts to mitigate its Losses. The amount of any Losses shall be reduced by the amount of any insurance proceeds or Tax benefits actually realized by the Indemnified Party in respect thereof, and no Party shall be entitled to recover more than once for the same Loss. Except for equitable remedies and claims based on fraud, indemnification under this Article shall be the sole and exclusive remedy of the Parties for any breach of this Agreement after the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"093ab88b-fd7e-4e72-b504-efa9fc2a0334","order":910,"text":"12. TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"df0f5a33-adfa-4bac-a297-42715d305828","value":"yes","type":"add","operator":"="}],"sectionNum":"S12"},{"id":"cfc8e711-9a8a-4b80-938a-cce4cb775f70","order":920,"text":"This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of the Parties; (b) by either Party if the Closing has not occurred on or before the date specified herein (or such later date as the Parties may agree), provided that the terminating Party is not then in material breach; (c) by either Party if a Governmental Authority has issued a final, non-appealable order prohibiting the transactions; or (d) by either Party upon a material breach by the other Party of any representation, warranty, or covenant that, if curable, remains uncured for thirty (30) days after written notice thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df0f5a33-adfa-4bac-a297-42715d305828","value":"yes","type":"add","operator":"="}]},{"id":"242c12ac-7dc4-4861-9c71-6d08581eb1ac","order":930,"text":"Upon termination, this Agreement shall become void and of no further force or effect, and the Parties shall have no further obligations hereunder, except that (i) the provisions concerning confidentiality, publicity, expenses, and governing law and dispute resolution shall survive, and (ii) no Party shall be relieved of any liability for any willful and material breach of this Agreement occurring prior to such termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"df0f5a33-adfa-4bac-a297-42715d305828","value":"yes","type":"add","operator":"="}]},{"id":"b09bb3be-1d2c-4a95-8198-b95710bbed48","order":940,"text":"13. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"ba9bf2d8-bb74-44f8-9770-bf742e94f21a","order":950,"text":"Entire Agreement; Amendment; Waiver. This Agreement, together with the schedules and exhibits hereto and the documents delivered in connection herewith, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations, whether written or oral. The recitals are incorporated into and made a part of this Agreement. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom it is asserted, and no waiver shall constitute a continuing waiver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a945b076-3d49-46e8-b5d3-4ae6233429b8","order":960,"text":"Assignment; Successors; Third Parties. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Buyer may assign its rights to an Affiliate or to a successor in connection with a sale of its business, provided that Buyer remains liable for its obligations. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns, and confers no rights upon any other Person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b811173b-2c0f-4bcc-9201-0a6bc2377519","order":970,"text":"Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, upon confirmed receipt if sent by email, one (1) Business Day after deposit with a nationally recognized overnight courier, or three (3) Business Days after being mailed by certified mail, return receipt requested, in each case to the addresses of the Parties set forth above (or to such other address as a Party may designate by notice).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d445f8a1-7804-411c-a2df-9750fed8924a","order":980,"text":"Severability; Counterparts; Construction. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable. This Agreement may be executed in one or more counterparts (including by electronic signature and electronic transmission), each of which shall be deemed an original and all of which together shall constitute one instrument. The headings are for convenience only and do not affect interpretation; the words “including” and “includes” mean “including without limitation”; and no provision shall be construed against the drafting Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9710cb37-6d14-40c9-bfcb-52c2c29020d0","order":990,"text":"Expenses; Time of the Essence; Remedies. Except as otherwise provided herein, each Party shall bear its own costs and expenses (including legal and accounting fees) in connection with this Agreement. Time is of the essence with respect to this Agreement. The Parties agree that, in addition to any other remedy available at law or in equity, each Party shall be entitled to specific performance and injunctive relief to enforce the terms of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bf42f0af-f5a6-434d-8d3b-e4871407458b","order":1000,"text":"Governing Law. This Agreement, and all matters arising out of or relating to it, shall be governed by and construed in accordance with the Laws of the State of [State], without regard to its conflict-of-laws principles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f573954c-d862-491e-a020-2bd20abcd414","order":1010,"text":"Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [venue], and each Party irrevocably consents to such jurisdiction and venue and waives any objection based on inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"352a5285-4673-4a2c-a569-a8c885975c6d","value":"courts","type":"add","operator":"="}]},{"id":"42b3f309-0265-442f-af67-778df9aeca9f","order":1020,"text":"Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before a single arbitrator, with the seat of arbitration in [seat]. The arbitrator’s award shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall preclude a Party from seeking interim or injunctive relief from a court.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"352a5285-4673-4a2c-a569-a8c885975c6d","value":"arbitration","type":"add","operator":"="}]},{"id":"2efe4da3-607f-4546-9f85-240b33f0eae0","order":1030,"text":"Dispute Resolution. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through non-binding mediation administered by a mutually agreed mediator in [seat]. If the dispute is not resolved within thirty (30) days after a written request for mediation, it shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before a single arbitrator, seated in the same location, and judgment on the award may be entered in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"352a5285-4673-4a2c-a569-a8c885975c6d","value":"medarb","type":"add","operator":"="}]},{"id":"b629b55e-0a59-4f79-979d-7b51bd97b9fa","order":1040,"text":"Attorneys’ Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses, in addition to any other relief to which it may be entitled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c695e283-aff6-4c9e-9c26-0229725e999c","order":1050,"text":"Voluntary Execution. Each Party acknowledges that it has had the opportunity to review this Agreement with counsel of its choice, understands its terms, and executes it voluntarily and without duress.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aca39d7e-ec08-47da-bdfa-c5c51d847df1","order":1060,"text":"IN WITNESS WHEREOF","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"5e90c91d-7239-42b5-8481-a832b4705465","order":1070,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above, in [place] on [date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3e6b7ae9-ceaa-4036-8990-75f48dd1c8b7","order":1080,"text":"SELLER:

____________________________
[Seller name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"13705396-62d5-43a5-89bf-c666c5bb2366","value":"entity","type":"remove","operator":"="}]},{"id":"f8176046-c518-4339-af2b-580228a93121","order":1090,"text":"SELLER:
[Seller name]

By: ____________________________
Name: [signatory name]
Title: [title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"13705396-62d5-43a5-89bf-c666c5bb2366","value":"individual","type":"remove","operator":"="}]},{"id":"e118b2ea-26fb-4389-85da-8d4f2570c66f","order":1100,"text":"BUYER:

____________________________
[Buyer name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"d64d78ea-1584-40c7-8c48-162edba8bd69","value":"entity","type":"remove","operator":"="}]},{"id":"66248b35-112d-42e7-a45d-4dffa862601f","order":1110,"text":"BUYER:
[Buyer name]

By: ____________________________
Name: [signatory name]
Title: [title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"d64d78ea-1584-40c7-8c48-162edba8bd69","value":"individual","type":"remove","operator":"="}]}]