[{"id":"2adc408e-04ca-4e4c-822a-903095459795","order":1,"text":"MEMBERSHIP INTEREST PURCHASE AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d024a16-02c1-4252-8702-bf77a89f4916","order":2,"text":"Relating to membership interests in [Company legal name], a limited liability company formed under the laws of the State of [State]","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"fae0da80-34d1-4cd6-adae-5719faff835f","order":3,"text":"This Membership Interest Purchase Agreement (this \"Agreement\") is made and entered into as of [Effective date] (the \"Effective Date\"), by and among the parties identified below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0cd5dfdc-8574-4d6c-810b-089646cb2d1b","order":4,"text":"THE SELLER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"c5c66e0b-1dc5-43a1-98bd-b4ff04183223","order":5,"text":"[Seller full legal name], an individual residing at [Street address], [City, State and ZIP code] (the \"Seller\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"7cbf9441-4e68-4659-b480-4a81aa5fc6f1","order":6,"text":"[Seller legal name], a corporation organized under the laws of the State of [State of organization], having its principal place of business at [Principal address], acting by [Signatory name], its [Signatory title], duly authorised for that purpose (the \"Seller\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"individual","type":"remove","operator":"="}]},{"id":"ba7b95c3-4d4b-4903-8ff1-f890653840a1","order":7,"text":"THE BUYER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"20f4fde6-23ef-46c8-9ee8-e63f19bbf3d6","order":8,"text":"[Buyer full legal name], an individual residing at [Street address], [City, State and ZIP code] (the \"Buyer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"entity","type":"remove","operator":"="}]},{"id":"111af8f5-733d-4e18-ab47-9fa5b6ce1038","order":9,"text":"[Buyer legal name], a corporation organized under the laws of the State of [State of organization], having its principal place of business at [Principal address], acting by [Signatory name], its [Signatory title], duly authorised for that purpose (the \"Buyer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"individual","type":"remove","operator":"="}]},{"id":"b93f9fe5-ebfa-493f-8f08-520bfd20e82a","order":10,"text":"THE COMPANY","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"4b159efe-77bd-450e-b6a6-5b5c0344cb95","order":11,"text":"[Company legal name], a limited liability company organized and existing under the laws of the State of [State], having its principal office at [Company principal office] (the \"Company\"), which joins in this Agreement for the limited purpose of the obligations, acknowledgements and undertakings expressly assumed by it under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ffcc2dfa-776b-411a-b0c1-0b8fe98b6656","order":12,"text":"The Seller and the Buyer are each referred to as a \"Party\" and together as the \"Parties\". The Company is not a Party for the purposes of the representations and warranties given by the Seller and by the Buyer, but is bound by, and entitled to the benefit of, every provision of this Agreement which is expressed to apply to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"82129187-b5d7-4c2a-9ce4-1cf22f53511f","order":13,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"cf638a3b-b7f1-4901-9fe6-bda1cad26c41","order":14,"text":"A. The Company is a limited liability company duly formed and validly existing under the laws of the State of [State] and is governed by its operating agreement dated [Date of the operating agreement], as amended, restated or supplemented from time to time (the \"Operating Agreement\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8c7b4341-2a08-405f-998d-dc9d97e893a3","order":15,"text":"B. The Seller is the record and beneficial owner of [__]% of the membership interests in the Company (the \"Seller's Interest\"), and the capital account of the Seller as reflected on the books of the Company is $[Amount] as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bed07d02-180d-41f2-8263-d1da744c2a92","order":16,"text":"C. The Seller wishes to sell, assign and transfer to the Buyer, and the Buyer wishes to purchase and acquire from the Seller, the entirety of the Seller's Interest, being [__]% of the membership interests in the Company (the \"Transferred Interest\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"all","type":"add","operator":"="}]},{"id":"c5a8af2f-6da1-4851-b58a-534511cfb86c","order":17,"text":"C. The Seller wishes to sell, assign and transfer to the Buyer, and the Buyer wishes to purchase and acquire from the Seller, part of the Seller's Interest, being [__]% of the membership interests in the Company (the \"Transferred Interest\"), the Seller retaining the balance of the Seller's Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"part","type":"add","operator":"="}]},{"id":"e8721fc1-6ead-4b12-8926-11106a1281b1","order":18,"text":"D. The transfer of the Transferred Interest is permitted under the Operating Agreement subject to the conditions set out in it, and the Parties wish to record the terms on which that transfer is to be made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1e989a9c-8e43-4635-bec6-194a93fe79f4","order":19,"text":"E. The Seller is the sole member of the Company, and no consent, waiver or approval of any other member is required in order to give effect to the transfer contemplated by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"sole","type":"add","operator":"="}]},{"id":"837264cf-ba70-40a1-878e-13504ab41a0b","order":20,"text":"E. The other members of the Company have been informed of the proposed transfer and have agreed to consent to it and to waive every preferential right conferred on them by the Operating Agreement in respect of the Transferred Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"f7030243-34bb-4058-8f27-10c8576598a0","order":21,"text":"NOW, THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ae426294-7ab7-4c86-92c8-e10baa42fe70","order":22,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"bfdb208f-a53f-442f-88eb-d791012e045d","order":23,"text":"In this Agreement, capitalised terms have the meaning given to them where they first appear. In addition: \"Closing\" means the completion of the purchase and sale of the Transferred Interest in accordance with this Agreement; \"Closing Date\" means [Closing date] or such other date as the Parties agree in writing; \"Code\" means the Internal Revenue Code of 1986, as amended; \"Encumbrance\" means any lien, pledge, charge, mortgage, security interest, option, right of first refusal, restriction on transfer, adverse claim or other third-party right of any nature; \"Governmental Authority\" means any federal, state, local or foreign government, agency, court or regulatory body; \"Knowledge\" of a person means the actual knowledge of that person and, where that person is not an individual, of its directors, managers and officers, in each case after reasonable inquiry of the persons having responsibility for the matter concerned; and \"business day\" means a day other than a Saturday, Sunday or public holiday in the State of [State].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55b79424-0b4b-4b85-9cef-168ad97498e5","order":24,"text":"In this Agreement the singular includes the plural and the reverse; a reference to a person includes its successors and permitted assigns; a reference to a statute includes any successor provision and the rules and regulations made under it; \"including\" means \"including without limitation\"; headings are inserted for convenience only and do not affect the construction of this Agreement; and no rule of construction requiring an agreement to be construed against the Party that drafted it applies to this Agreement. A reference to days means calendar days unless business days are specified, and where a period is expressed to run from a given day that day is excluded from the computation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c8cd345-418b-47c7-9152-2c2d5f4fbf30","order":25,"text":"2. PURCHASE AND SALE OF THE TRANSFERRED INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"da2e67d3-3624-490b-ab0a-800241ddd246","order":26,"text":"Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, the entirety of the Seller's Interest, free and clear of all Encumbrances, together with every right, title and interest attaching to it, including all rights to distributions and to allocations of profits, losses, income, gain, deduction and credit, and all voting, consent, management, approval and information rights, whether accrued before or after the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"all","type":"add","operator":"="}]},{"id":"aa7c823c-390e-48a7-a932-f1f8147e9171","order":27,"text":"Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, [__]% of the membership interests in the Company, carved out of the Seller's Interest, free and clear of all Encumbrances, together with every right, title and interest attaching to it, including all rights to distributions and to allocations of profits, losses, income, gain, deduction and credit, and all voting, consent, management, approval and information rights attributable to it, whether accrued before or after the Closing. The Seller shall retain the balance of the Seller's Interest and shall remain a member of the Company in respect of that retained interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"part","type":"add","operator":"="}]},{"id":"f4e87899-22e8-4b97-a2e3-d2da914f8bf5","order":28,"text":"The transfer comprises the entire economic interest attaching to the Transferred Interest and, subject to the admission of the Buyer as a substitute member as provided in this Agreement, the entire non-economic interest attaching to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0cc4cde3-346f-4125-b9d4-e0649554fa7e","order":29,"text":"The Seller confirms that it is the sole member of the Company and that no consent, waiver or approval of any other member or of any manager is required in order to give effect to the transfer of the Transferred Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"sole","type":"add","operator":"="}]},{"id":"feee1da0-d2c0-484b-819e-b4c6444f35a0","order":30,"text":"The transfer of the Transferred Interest is conditional upon the consent and waiver of the other members of the Company recorded in the Section entitled \"Consent and Waiver of the Other Members\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"0c1b3a6c-8307-4acf-a833-cde12708e275","order":31,"text":"3. PURCHASE PRICE AND PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"0b14567c-c8ff-46e9-8be3-d9af270d174f","order":32,"text":"The aggregate purchase price payable by the Buyer for the Transferred Interest is $[Amount] ([Amount in words] Dollars) (the \"Purchase Price\"). The Purchase Price is exclusive of any transfer, documentary, stamp or similar tax, which is dealt with in the Section entitled \"Tax Matters and Allocations\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e0a6bbd2-66e4-4e1e-8d4a-0041e39b9103","order":33,"text":"The Buyer shall pay the whole of the Purchase Price to the Seller at the Closing in immediately available funds, by wire transfer to an account designated by the Seller in writing not less than two business days before the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6f103074-ae95-4936-8843-133c7f8b8317","value":"closing","type":"add","operator":"="}]},{"id":"f096484c-8f6c-4457-8dbf-5262b4575939","order":34,"text":"The Buyer shall pay a deposit of $[Amount] (the \"Deposit\") to the Seller on or before [Date]. The Deposit shall be credited against the Purchase Price at the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6f103074-ae95-4936-8843-133c7f8b8317","value":"deposit","type":"add","operator":"="}]},{"id":"50c4f906-d9c1-4a31-ad0d-37970f6c3f10","order":35,"text":"The balance of the Purchase Price shall be paid at the Closing in immediately available funds by wire transfer to an account designated by the Seller in writing not less than two business days before the Closing Date. If the Closing fails to occur by reason of the default of the Buyer, the Seller may retain the Deposit as liquidated damages, the Parties agreeing that the actual loss would be difficult to determine and that this sum is a reasonable estimate of it and not a penalty. If the Closing fails to occur for any other reason, the Deposit shall be refunded to the Buyer within five business days.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6f103074-ae95-4936-8843-133c7f8b8317","value":"deposit","type":"add","operator":"="}]},{"id":"e8a42e21-e347-440c-8814-b4c18bb46586","order":36,"text":"At the Closing the Buyer shall pay $[Amount] of the Purchase Price in immediately available funds (the \"Down Payment\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6f103074-ae95-4936-8843-133c7f8b8317","value":"note","type":"add","operator":"="}]},{"id":"48b207fb-40f4-4289-84a5-7d190ebef11a","order":37,"text":"The balance of the Purchase Price shall be paid in [Number] equal consecutive monthly instalments of principal, together with interest accruing on the outstanding principal balance at the rate of [__]% per annum, the first instalment falling due on [Date] and each subsequent instalment falling due on the same day of each successive month until the balance is paid in full. That obligation shall be evidenced by a promissory note executed and delivered by the Buyer at the Closing (the \"Note\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6f103074-ae95-4936-8843-133c7f8b8317","value":"note","type":"add","operator":"="}]},{"id":"e3ffcc70-1f85-4280-9556-1070db5c0d22","order":38,"text":"The Buyer may prepay the outstanding balance in whole or in part at any time without penalty. If any instalment remains unpaid for ten days after its due date, the Seller may, by written notice, declare the whole of the outstanding balance immediately due and payable together with accrued interest and all costs of collection, including reasonable attorneys' fees. Until the Note has been paid in full the Buyer shall not create or permit any Encumbrance over the Transferred Interest, and the Seller shall have a security interest in the Transferred Interest to secure payment of the Note, which the Buyer shall perfect by the filing of a UCC-1 financing statement at the Buyer's expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6f103074-ae95-4936-8843-133c7f8b8317","value":"note","type":"add","operator":"="}]},{"id":"1f0059a9-0d3f-45b3-88a7-efb3dab363cf","order":39,"text":"If, between the Effective Date and the Closing, the Seller receives any distribution from the Company in respect of the Transferred Interest, other than a distribution made to enable the members to meet the tax liability attributable to the income of the Company, the Purchase Price shall be reduced by the amount of that distribution, and the reduction shall be applied against the amount payable at the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"341004df-eb26-4f87-83a1-38a641c83dba","order":40,"text":"Any sum payable under this Agreement which is not paid when it falls due bears interest, from the due date until payment, at the lesser of 1.5% per month and the highest rate permitted by law, and that interest is payable without prejudice to any other remedy of the Party entitled to the sum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"61c7ecc5-6eae-49b9-aaef-1629c368f264","order":41,"text":"Where any part of the Purchase Price remains payable under the Note, the Buyer may set off against the amounts falling due under it the amount of any claim for indemnification under this Agreement which has been admitted in writing by the Seller or finally determined by a court or arbitrator of competent jurisdiction, and the exercise of that right in accordance with this paragraph is not a default under the Note.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6f103074-ae95-4936-8843-133c7f8b8317","value":"note","type":"add","operator":"="}]},{"id":"7357512f-1e59-4faf-a80c-103e2516c795","order":42,"text":"All payments under this Agreement shall be made in United States dollars, free of set-off, counterclaim or deduction, save for any deduction or withholding required by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5bd839ad-f3ef-454b-9960-2d7c29fe1516","order":43,"text":"4. CLOSING AND DELIVERIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"037e7aaa-e312-4fc9-b1bf-28e413577b0c","order":44,"text":"The Closing shall take place on [Closing date] at [Place of closing], or remotely by the electronic exchange of executed documents and funds, or on such other date and in such other manner as the Parties agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e54715d1-82c7-4772-880b-3a693a6b0e17","order":45,"text":"At the Closing the Seller shall deliver to the Buyer: an assignment of membership interest in the form of the exhibit to this Agreement, duly executed by the Seller; the written consent and waiver referred to in this Agreement, where applicable; a certificate confirming that the representations and warranties of the Seller are true and correct as of the Closing Date; a written resignation, effective as of the Closing, from every office held by the Seller as a manager, managing member or officer of the Company, where applicable; a duly completed IRS Form W-9 or, in the case of a person that is not a United States person, the applicable IRS Form W-8; a certification of non-foreign status sufficient to establish that no withholding is required under § 1445 and § 1446(f) of the Code; any certificate evidencing the Transferred Interest, where the membership interests of the Company are certificated, duly endorsed for transfer or accompanied by a duly executed transfer power; and every consent of a lender, landlord, licensor, insurer or other third party required by reason of the transfer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b2282ef-aeb3-4945-8b1a-4c4edaeeec25","order":46,"text":"At the Closing the Buyer shall deliver to the Seller: the amount payable at the Closing under the Section entitled \"Purchase Price and Payment\"; any promissory note required by this Agreement, duly executed; a counterpart of the assignment of membership interest; a joinder to or counterpart of the Operating Agreement, where the Company so requires; and a certificate confirming that the representations and warranties of the Buyer are true and correct as of the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2104f6a-17ef-46fe-b0ea-f5a5e8cd0cde","order":47,"text":"At the Closing the Company shall deliver an updated schedule of members reflecting the admission of the Buyer and, as the case may be, the withdrawal of the Seller or the reduction of the Seller's interest, certified by a manager or authorised officer of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ef5bc0c-0371-4c34-9ca9-e1d2cf7be9b8","order":48,"text":"Title to and beneficial ownership of the Transferred Interest passes to the Buyer at the Closing. All deliveries and payments to be made at the Closing are deemed to occur simultaneously, and no delivery or payment is effective until all of them have been made or waived by the Party entitled to receive them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a327cc80-fac2-4c81-91a3-c0b07fd70a93","order":49,"text":"5. CONSENT AND WAIVER OF THE OTHER MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}],"sectionNum":"S05"},{"id":"f9713f73-a8a0-4c7f-bada-392f44c57ca4","order":50,"text":"The transfer of the Transferred Interest is subject to the written consent of the other members of the Company, being [Names of the other members], and to the waiver by them of every right of first refusal, right of first offer, pre-emption right, tag-along right, drag-along right and other preferential or restrictive right conferred on them by the Operating Agreement or by law in respect of the Transferred Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"2557beb1-b3c9-4f94-a20d-54c0c822b53f","order":51,"text":"That consent and waiver shall be given in writing at or before the Closing, shall approve the admission of the Buyer as a substitute member of the Company with effect from the Closing, and shall be delivered to the Buyer at the Closing. Failing that consent and waiver, no Party is obliged to complete, and this Agreement may be terminated in accordance with the Section entitled \"Termination\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"2d6962d2-23ca-4703-9a20-aa8968f614d9","order":52,"text":"The Company shall procure that the consent and waiver is recorded in the minute book of the Company and that the schedule of members is updated to give effect to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"27f3c11a-16ba-449e-ab9c-e53c8ea3b65c","order":53,"text":"6. CHANGE OF MEMBERSHIP AND ADMISSION OF THE BUYER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S06"},{"id":"9e3f0839-9d8e-46c1-9321-eaf7daeb08f8","order":54,"text":"With effect from the Closing the Seller ceases to be a member of the Company, withdraws from the Company, and has no further right, title or interest in the Company and no further liability to the Company or to its members, save for the rights and liabilities expressly preserved by this Agreement, including those arising under the Sections entitled \"Representations and Warranties of the Seller\" and \"Indemnification\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"all","type":"add","operator":"="}]},{"id":"a330fe4a-85eb-4931-ae38-c3e9dd9bfca2","order":55,"text":"With effect from the Closing the Seller remains a member of the Company in respect of the portion of the Seller's Interest retained by it, continues to be bound by the Operating Agreement in respect of that retained interest, and ceases to have any right, title or interest in the Transferred Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"part","type":"add","operator":"="}]},{"id":"f7f9425f-06bd-4402-aec2-2ff459091c5d","order":56,"text":"With effect from the Closing the Buyer is admitted as a member of the Company in respect of the Transferred Interest, is bound by the Operating Agreement as if it had been an original party to it, and is entitled to all the rights and subject to all the obligations attaching to the Transferred Interest. The Buyer shall execute a joinder to or counterpart of the Operating Agreement at or before the Closing if the Company so requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7a3312a-348a-47bd-b476-f77fa8b5ddd2","order":57,"text":"A distribution declared by the Company before the Closing whose record date falls on or before the Closing Date belongs to the Seller and shall be paid to it when it falls due; every distribution whose record date falls after the Closing Date belongs to the Buyer. The Parties may agree otherwise in writing before the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2deebbb-01e9-4927-9cc8-cde0350df731","order":58,"text":"Every loan, advance, expense reimbursement or other balance outstanding between the Seller and the Company at the Closing shall be repaid, capitalised or released at or before the Closing, and the Seller shall deliver to the Buyer at the Closing a written confirmation that no such balance remains outstanding other than as disclosed in writing to the Buyer before the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7f3b74c-ad36-4112-9d96-e4d33360028f","order":59,"text":"7. REPRESENTATIONS AND WARRANTIES OF THE SELLER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"1aeac7cf-df1d-4591-afe9-2cc4f7f17421","order":60,"text":"The Seller represents and warrants to the Buyer, as of the Effective Date and again as of the Closing Date, in the terms set out in this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eda622ef-551d-41a8-b733-ef5bc1955121","order":61,"text":"Authority. The Seller has full right, power, capacity and authority to enter into this Agreement and to perform its obligations under it, and this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject only to the laws of bankruptcy, insolvency and other laws affecting creditors' rights generally.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"34d2eded-2e70-4b98-993b-afaac054e35b","order":62,"text":"Title. The Seller is the sole record and beneficial owner of the Seller's Interest and owns the Transferred Interest free and clear of all Encumbrances. Upon the Closing the Buyer will acquire good and marketable title to the Transferred Interest, free and clear of all Encumbrances other than the restrictions on transfer contained in the Operating Agreement and those arising under applicable securities laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c755300f-fc58-4cb9-9cb8-1762532c70df","order":63,"text":"No conflict. Neither the execution and delivery of this Agreement nor the performance of it will conflict with, or constitute a default under, the certificate of formation or the Operating Agreement of the Company, any agreement or instrument binding on the Seller or on the Transferred Interest, or any order, judgment, decree or law applicable to the Seller, nor require any consent, approval or filing that has not been obtained or made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f67e1f0e-cfd2-4ee7-9b96-75c21a5945ee","order":64,"text":"Capital contributions. Every capital contribution required to be made by the Seller in respect of the Seller's Interest has been made in full, and the Seller is under no obligation to make any further contribution, loan, advance or payment to the Company. The Seller has not received any distribution that is required to be returned to the Company under the law of the State of [State] or under the Operating Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ffa7795b-c889-492f-846a-5476db1fcc90","order":65,"text":"No other agreements. There is no outstanding option, warrant, purchase right, right of first refusal, proxy, voting trust, voting agreement, buy-sell agreement or other agreement or commitment to which the Seller is a party or by which it is bound that affects the Transferred Interest, other than the Operating Agreement and this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d7b21f8-ace3-4654-99ff-0ab3c58560f8","order":66,"text":"Litigation. There is no action, suit, arbitration, claim, investigation or proceeding pending or, to the Knowledge of the Seller, threatened against the Seller that would prevent, delay or render unlawful the transactions contemplated by this Agreement, or that concerns the Transferred Interest, and the Seller is not subject to any judgment or order having that effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d42b0360-07c3-497e-bbe8-d0ad2e9eae1b","order":67,"text":"Taxes. The Seller has timely filed every tax return required of it in respect of the Seller's Interest and has paid every tax shown to be due on those returns. The Seller is not a foreign person within the meaning of § 1445 and § 1446(f) of the Code, or has furnished to the Buyer the certification required to establish an exemption from withholding under those provisions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0343fed0-ca4a-4bff-87e6-828b165b9b23","order":68,"text":"Tax classification of the Company. The Company is treated as a partnership for federal income tax purposes, has not elected to be classified as an association taxable as a corporation, and has made no election under Subchapter S of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"e0c00b27-9ca2-40f0-9121-ad4b02804c30","order":69,"text":"Tax classification of the Company. The Company has a single member and is treated as an entity disregarded as separate from its owner for federal income tax purposes, and has not elected to be classified as an association taxable as a corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"sole","type":"add","operator":"="}]},{"id":"c10706d5-e951-414e-b1fd-adfd3ef02425","order":70,"text":"Form of the interest. The membership interests of the Company are not represented by certificates or, where they are, the certificate representing the Transferred Interest will be delivered at the Closing duly endorsed for transfer, and the Seller holds no other instrument evidencing an interest in the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ada1a7a-1ed4-43ab-b047-68b995b58322","order":71,"text":"Intercompany balances. Except as disclosed in writing to the Buyer before the Effective Date, there is no loan, advance, guarantee, expense reimbursement, accrued compensation or other balance outstanding between the Seller, or any person connected with the Seller, and the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6a5eec6-65b0-4d2b-8ca8-76214dd45a06","order":72,"text":"Information. The Seller has not withheld from the Buyer any material information in its possession relating to the Company, the Transferred Interest or the financial condition of the Company that would reasonably be expected to affect the decision of the Buyer to enter into this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f5e33f7f-ddca-4231-a66a-26dc226e1372","order":73,"text":"Brokers. The Seller has incurred no liability for brokerage, finder's or similar fees in connection with the transactions contemplated by this Agreement for which the Buyer or the Company could become liable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e0d7505e-a2b2-43cd-9b8b-37ba9bb62cda","order":74,"text":"8. REPRESENTATIONS AND WARRANTIES OF THE BUYER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"0a21b808-0aec-4751-83ec-21299e37ea3d","order":75,"text":"The Buyer represents and warrants to the Seller, as of the Effective Date and again as of the Closing Date, in the terms set out in this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"56ae2c6a-0b6d-4645-a0cd-2cde03bd4c90","order":76,"text":"Authority. The Buyer has full right, power, capacity and authority to enter into this Agreement and to perform its obligations under it, and this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against it in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37122bba-522d-484c-89ac-4ac08ba0473e","order":77,"text":"No conflict. Neither the execution and delivery of this Agreement nor the performance of it will conflict with, or constitute a default under, any agreement or instrument binding on the Buyer or any order, judgment, decree or law applicable to it, nor require any consent, approval or filing that has not been obtained or made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f5ffb2c-0191-45ff-979c-684f7f888003","order":78,"text":"Funds. The Buyer has, or will have at the Closing, sufficient immediately available funds to pay the amounts payable by it at the Closing and to perform its obligations under this Agreement as they fall due.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"406f4365-f61e-4da1-aac7-260cf95b9eda","order":79,"text":"Investment intent. The Buyer is acquiring the Transferred Interest for its own account for investment purposes and not with a view to, or for resale in connection with, any distribution within the meaning of the Securities Act of 1933, as amended. The Buyer understands that the Transferred Interest has not been registered under that Act or under any state securities law, that it is being transferred in reliance upon exemptions from registration, and that it may not be resold except pursuant to an effective registration statement or an available exemption from registration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9e2692e-8385-4b11-a765-41342eb5f682","order":80,"text":"Sophistication and access to information. The Buyer is an accredited investor within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, or otherwise has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the acquisition, is able to bear the economic risk of the investment, including its total loss, and has been afforded the opportunity to examine the books, records, contracts and financial statements of the Company and to ask questions of its management.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d7f011b6-4fa5-4aca-8738-4a373a35ed7d","order":81,"text":"Independent evaluation. The Buyer has made its own independent investigation and evaluation of the Company and of the Transferred Interest and, save for the representations and warranties expressly set out in this Agreement, is not relying upon any representation, warranty, forecast, projection or statement made by or on behalf of the Seller or the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"06e2b09e-11d7-4a4e-8325-ed7bc0a64bc3","order":82,"text":"No other representations. The Buyer acknowledges that, except for the representations and warranties expressly set out in the Section entitled \"Representations and Warranties of the Seller\", the Transferred Interest is sold on an as-is basis and the Seller makes no representation or warranty of any kind, express or implied, statutory or otherwise, in relation to the Company, its business, assets, liabilities, condition or prospects, or in relation to any forecast, projection, estimate, valuation or business plan made available to the Buyer, and no such statement forms part of the basis of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e15b76b-c7e3-4d55-a736-f25286ca6aae","order":83,"text":"Brokers. The Buyer has incurred no liability for brokerage, finder's or similar fees in connection with the transactions contemplated by this Agreement for which the Seller could become liable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74735d18-e1a7-44ea-9948-dc5469926318","order":84,"text":"9. ACKNOWLEDGEMENTS AND UNDERTAKINGS OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S09"},{"id":"5b5a8d97-0b0b-48e5-8bf4-28916c07f3cf","order":85,"text":"The Company acknowledges the transfer of the Transferred Interest and, subject to the Closing occurring, undertakes: to record the transfer in its books and records and to update the schedule of members accordingly; to admit the Buyer as a member of the Company with effect from the Closing; to treat the Buyer as entitled to all distributions and allocations attaching to the Transferred Interest from and after the Closing; and to make the tax elections, computations and reports provided for in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b9001398-f53e-42db-b655-9c7977a947d3","order":86,"text":"The Company represents that it is duly formed and validly existing under the laws of the State of [State], that the Operating Agreement is in full force and effect and has not been amended otherwise than as disclosed to the Buyer, and that no proceeding for the dissolution, winding-up, receivership or bankruptcy of the Company is pending or, to its knowledge, threatened.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77374889-8144-4a38-aabe-b6787bfdedd2","order":87,"text":"The financial statements, books and records of the Company made available to the Buyer have been prepared from the accounting records of the Company and fairly present, in all material respects, its financial position and results as at their date, and there is no litigation, arbitration, audit or investigation pending or, to the Knowledge of the Company, threatened against the Company other than as disclosed in writing to the Buyer before the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a80e0490-9db5-4803-a655-806ea5413f89","order":88,"text":"10. COVENANTS PENDING THE CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S10"},{"id":"4346cbd6-0449-488f-8661-d5b46c9abbeb","order":89,"text":"Between the Effective Date and the Closing the Seller shall not sell, assign, pledge, encumber or otherwise dispose of the Transferred Interest, grant any option or right over it, or enter into any agreement to do so, and shall not vote or give its consent in favour of any amendment of the Operating Agreement, any issue or redemption of membership interests, any distribution outside the ordinary course of business, any merger or conversion of the Company, or any sale of all or substantially all of its assets, without the prior written consent of the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a50c7600-ba9b-4208-9e55-e4038708f6cc","order":90,"text":"Between the Effective Date and the Closing the Company shall carry on its business in the ordinary course consistent with past practice and shall afford the Buyer and its professional advisers reasonable access, during normal business hours and upon reasonable notice, to its books, records, contracts, properties and management personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c23b80f8-7760-4610-b379-2ed32405df37","order":91,"text":"Each Party shall cooperate in obtaining every consent, waiver, approval or authorisation of a lender, landlord, licensor, franchisor, insurer, Governmental Authority or other third party which is required by reason of the transfer of the Transferred Interest or of the resulting change in the membership of the Company, and the Company shall give promptly every notice which the terms of any agreement binding on it require to be given by reason of that change.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d36aa26-80bf-49fa-b285-5dbd14cf765d","order":92,"text":"Each Party shall use reasonable efforts to satisfy, as promptly as practicable, the conditions to the Closing that are within its control, and shall promptly notify the other Party of any fact or circumstance that would cause any of its representations or warranties to become untrue or that would prevent the satisfaction of any condition.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ba23555-3023-461b-a259-97215f58d545","order":93,"text":"11. CONDITIONS PRECEDENT TO THE CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"46c023b4-4942-4171-8baa-e3fe0084760f","order":94,"text":"The obligation of the Buyer to complete is subject to the following conditions: the representations and warranties of the Seller being true and correct in all material respects as of the Closing Date; the Seller having performed in all material respects the obligations required to be performed by it at or before the Closing; the delivery of the documents required of the Seller at the Closing; the absence of any injunction, order or proceeding restraining the transaction; and the absence of any material adverse change in the business, assets, liabilities or financial condition of the Company since the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4722f014-420a-4b26-bfd3-e92376ff7ad3","order":95,"text":"The obligation of the Seller to complete is subject to the following conditions: the representations and warranties of the Buyer being true and correct in all material respects as of the Closing Date; the Buyer having performed in all material respects the obligations required to be performed by it at or before the Closing; and the payment of the amount payable by the Buyer at the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"22f407d5-7078-44d8-b1d6-71acb5e4ead0","order":96,"text":"The obligations of both Parties to complete are further subject to the consent and waiver of the other members of the Company having been obtained in the form required by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"8075ae7a-a278-4908-8459-0b678fae51d4","order":97,"text":"The obligations of both Parties to complete are further subject to every third-party consent, waiver or approval required by reason of the transfer having been obtained in a form reasonably satisfactory to the Party for whose benefit the condition is imposed, and to the absence of any event which would entitle a lender of the Company to accelerate its indebtedness by reason of the transfer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb5e874e-fb78-4978-841f-9437ed6daf46","order":98,"text":"A Party may waive in writing any condition intended for its benefit. The waiver of a condition does not waive any claim arising out of the breach of a representation, warranty or covenant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c131a8bc-ab8c-4652-81d9-f36130939f97","order":99,"text":"12. TAX MATTERS AND ALLOCATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S12"},{"id":"ef31de85-f219-433a-89f1-8a9cc3120daf","order":100,"text":"The Parties agree that the Transferred Interest is transferred with effect from the Closing Date and that items of income, gain, loss, deduction and credit of the Company attributable to the Transferred Interest for the taxable year that includes the Closing Date shall be allocated between the Seller and the Buyer in accordance with § 706 of the Code and the Treasury Regulations made under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f2ef57f9-30d6-4c9a-ab11-e82f59e0e0ae","order":101,"text":"That allocation shall be made by an interim closing of the books of the Company as of the end of the Closing Date, so that items accruing on or before the Closing Date are allocated to the Seller and items accruing after the Closing Date are allocated to the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e19047d8-d81f-424c-b581-2498e2f7cde3","value":"interim","type":"add","operator":"="}]},{"id":"8fe961d6-8a9b-4a71-908e-64726298f46e","order":102,"text":"That allocation shall be made by prorating the items of the Company for the taxable year on a daily basis between the portion of the year ending on the Closing Date, which is allocated to the Seller, and the portion of the year beginning after the Closing Date, which is allocated to the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e19047d8-d81f-424c-b581-2498e2f7cde3","value":"prorate","type":"add","operator":"="}]},{"id":"4f83bc64-89e7-453f-ae7b-c2f00aa271f5","order":103,"text":"The Company shall deliver to the Seller and to the Buyer a Schedule K-1 for the taxable year that includes the Closing Date reflecting the allocation made under this Section, and shall make any filing required of it in connection with the transfer, including the return required by § 6050K of the Code where applicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f8870a36-facc-422f-9f5b-b413a1172c20","order":104,"text":"The Seller is responsible for all taxes attributable to the Transferred Interest for periods ending on or before the Closing Date, and the Buyer for all taxes attributable to it for periods beginning after the Closing Date. Any transfer, documentary, stamp or similar tax arising on the transfer shall be borne by the Buyer, and the Parties shall cooperate in the preparation and filing of any return required in respect of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a2333f0c-6cdb-4948-b87c-e0c82181e9d3","order":105,"text":"The Parties acknowledge that the Company is treated as a partnership for federal income tax purposes both before and after the Closing, that the transfer is a transfer of a partnership interest, and that they shall report the transaction consistently on that basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"add","operator":"="}]},{"id":"3565c33d-0bdc-4831-940b-002db93616e1","order":106,"text":"The Parties acknowledge that the Company is an entity disregarded as separate from its owner and that, the whole of the interest of its single member being transferred, the transaction is treated for federal income tax purposes as a sale by the Seller, and a purchase by the Buyer, of the assets of the Company, so that the Buyer takes a cost basis in those assets and the Company remains a disregarded entity in the hands of the Buyer. The Parties shall report the transaction consistently on that basis and shall cooperate in the preparation of any allocation of the Purchase Price among the assets required by § 1060 of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"all","type":"add","operator":"="},{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"remove","operator":"="}]},{"id":"80fa6275-9419-4e56-baa8-f0dd850309ab","order":107,"text":"The Parties acknowledge that the Company is an entity disregarded as separate from its owner and that, upon the admission of the Buyer as a second member, the Company will be treated for federal income tax purposes as a partnership formed on the Closing Date, the Buyer being treated as acquiring an undivided interest in the assets of the Company and each Party being treated as contributing its interest in those assets to that partnership. The Parties shall report the transaction consistently on that basis and shall procure that the partnership files the returns required of it for the taxable year that includes the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"999ac472-3e09-4dd6-9f7c-5a2f9211b95a","value":"part","type":"add","operator":"="},{"field":"54827b89-27e9-4a1e-9bb1-1682bc4b1ebf","value":"others","type":"remove","operator":"="}]},{"id":"95033a7a-39fb-4918-a430-c7ba403ed910","order":108,"text":"If the Seller fails to deliver at the Closing the certification of non-foreign status or such other evidence as is required to establish that no withholding is required, the Buyer may withhold from the amount otherwise payable at the Closing such sum as is required by § 1445 or § 1446(f) of the Code or by the law of any state, shall remit that sum to the appropriate taxing authority within the period prescribed, and shall furnish the Seller with evidence of that remittance. Any amount so withheld and remitted is treated for all purposes of this Agreement as having been paid to the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"91b7a495-1b42-41fb-a9b8-2c347d0b1f21","order":109,"text":"For a period of six years after the Closing the Buyer and the Company shall retain the books and records of the Company relating to periods ending on or before the Closing Date, shall afford the Seller reasonable access to them, upon reasonable notice and during normal business hours, for the purpose of preparing a tax return or of conducting or defending an audit, assessment or proceeding, and shall cooperate with the Seller in relation to any such matter, each Party bearing its own costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d588099f-ff92-438b-840f-e4f829b1f872","order":110,"text":"The Parties acknowledge that a portion of the Purchase Price may be attributable to unrealised receivables and inventory items within the meaning of § 751 of the Code and that the Seller may recognise ordinary income to that extent. Each Party has obtained, or has had a full opportunity to obtain, its own tax advice, and no Party relies on the other or on the Company for tax advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76bd7e4e-bf71-4aad-a466-0ae496587a48","order":111,"text":"13. ELECTION UNDER § 754 OF THE CODE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"3154c83f-99f9-4fd9-999b-810a2143ea24","value":"yes","type":"add","operator":"="}],"sectionNum":"S13"},{"id":"7fa1a4a3-aec5-4aca-a0a8-cbf2b8f87ebf","order":112,"text":"The Company shall make, or shall confirm that there is already in effect, a valid election under § 754 of the Code, and under the corresponding provision of the law of any state in which the Company is required to file a return, with respect to the taxable year of the Company that includes the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3154c83f-99f9-4fd9-999b-810a2143ea24","value":"yes","type":"add","operator":"="}]},{"id":"5a9b839e-7f88-4f96-8074-2bbead0fe76e","order":113,"text":"As a consequence of that election the basis of the property of the Company shall be adjusted with respect to the Buyer in accordance with § 743(b) of the Code, and the Company shall make and maintain the computations and allocations of that adjustment required by § 755 of the Code and the Treasury Regulations made under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3154c83f-99f9-4fd9-999b-810a2143ea24","value":"yes","type":"add","operator":"="}]},{"id":"b550cb7d-a83d-43a3-82d8-0b23fa663038","order":114,"text":"The Buyer shall furnish to the Company the written notice of transfer required by Treasury Regulations § 1.743-1(k), stating the names and taxpayer identification numbers of the Seller and of the Buyer, the date of the transfer and the amount of the Purchase Price, within thirty days of the Closing, and the Company shall attach the statement required by those Regulations to its return for the relevant taxable year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3154c83f-99f9-4fd9-999b-810a2143ea24","value":"yes","type":"add","operator":"="}]},{"id":"6a1e21d5-8a9a-4fa8-a84d-040d30121698","order":115,"text":"The Company shall not revoke that election, and shall not apply for permission to revoke it, without the prior written consent of the Buyer for so long as the Buyer holds the Transferred Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3154c83f-99f9-4fd9-999b-810a2143ea24","value":"yes","type":"add","operator":"="}]},{"id":"28b5427b-a893-4497-8967-e206bae235de","order":116,"text":"This Section applies for so long as the Company is classified as a partnership for federal income tax purposes. Where the Company is, or as a result of the transfer becomes, an entity disregarded as separate from its owner, no election under § 754 is required or capable of taking effect, and the basis of the Buyer in the assets of the Company is determined by reference to the Purchase Price under the general rules of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"3154c83f-99f9-4fd9-999b-810a2143ea24","value":"yes","type":"add","operator":"="}]},{"id":"a1b5712d-3b36-4709-ac7d-2908682bd9aa","order":117,"text":"14. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"a730c6e6-50e8-419f-9715-444c4a39eb19","order":118,"text":"The representations and warranties contained in this Agreement survive the Closing for a period of [__] months, save that the representations and warranties concerning authority, title to the Transferred Interest and taxes survive until the expiry of the applicable statute of limitations. A claim notified in writing before the expiry of the relevant period survives until it has been finally resolved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54e1faf3-4eaf-4ffb-8555-a668473dcee2","order":119,"text":"The Seller shall indemnify and hold harmless the Buyer and, where applicable, the Company and their respective officers, managers, members, employees and agents against every loss, liability, damage, cost and expense, including reasonable attorneys' fees, arising out of any breach of a representation, warranty, covenant or undertaking of the Seller contained in this Agreement, and out of any liability of the Company attributable to a period ending on or before the Closing Date to the extent it was not disclosed to the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1d5e3e51-1238-42dc-814c-ded06a2abbf6","order":120,"text":"The Buyer shall indemnify and hold harmless the Seller on the same basis against every loss, liability, damage, cost and expense arising out of any breach of a representation, warranty, covenant or undertaking of the Buyer contained in this Agreement, and out of any liability of the Company attributable to a period beginning after the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67f43e79-8ccc-4c02-91c0-a5494e8a1009","order":121,"text":"No claim for indemnification may be made under this Section unless the aggregate amount of the losses of the indemnified Party exceeds $[Amount], in which case that Party may recover the whole of its losses and not merely the excess. The aggregate liability of an indemnifying Party under this Section shall not exceed $[Amount], save in the case of fraud, wilful misconduct or breach of the representations and warranties concerning authority, title or taxes, in respect of which no limit applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1619aec5-7c5a-4512-a056-f9a427abecff","order":122,"text":"A Party seeking indemnification shall give written notice of its claim within thirty days of becoming aware of the matter giving rise to it, describing the claim and, so far as practicable, the amount claimed. The indemnifying Party may assume the defence of a third-party claim with counsel reasonably acceptable to the indemnified Party, and no settlement imposing a non-monetary obligation upon the indemnified Party may be made without its consent, which shall not be unreasonably withheld. A failure to give timely notice relieves the indemnifying Party only to the extent that it is actually prejudiced by the delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e296ee7a-efa3-49ce-9cd2-2bd6e17a4bcc","order":123,"text":"The right of a Party to indemnification under this Section is not affected by any investigation made by it or on its behalf, or by any knowledge acquired by it at any time, whether before or after the execution of this Agreement, in relation to the accuracy of any representation or warranty or the performance of any covenant, and no such investigation or knowledge operates as a waiver of any right under this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"27e64973-af99-41dc-a69e-62a8c7551e3e","order":124,"text":"Save in the case of fraud or wilful misconduct, indemnification under this Section is the sole and exclusive monetary remedy of the Parties for breach of this Agreement, without prejudice to the right of a Party to seek specific performance or injunctive relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc145623-6656-44e2-9aa8-4d4f02e80be2","order":125,"text":"15. RELEASE OF PERSONAL GUARANTEES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"80c3c512-588c-407d-b9a3-18f7647d14d7","value":"yes","type":"add","operator":"="}],"sectionNum":"S15"},{"id":"6ea486fc-ff01-4470-8457-b784da6ae1c7","order":126,"text":"The Seller has given a personal guarantee, indemnity or security in respect of the obligations of the Company, namely [Description of the guarantee] (the \"Guarantee\"), and remains exposed under it after the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80c3c512-588c-407d-b9a3-18f7647d14d7","value":"yes","type":"add","operator":"="}]},{"id":"74e752eb-1caa-4984-aea7-1ce9607dca8c","order":127,"text":"The Buyer and the Company shall use their best efforts to procure the unconditional release of the Seller from the Guarantee within [__] days of the Closing, including by the substitution of the Buyer as guarantor or by the provision of such other security as the beneficiary may reasonably require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80c3c512-588c-407d-b9a3-18f7647d14d7","value":"yes","type":"add","operator":"="}]},{"id":"c6f6d0eb-347a-44c8-997b-d42161387668","order":128,"text":"Until that release has been obtained, the Buyer and the Company shall jointly and severally indemnify and hold harmless the Seller against every liability, loss, cost and expense arising under or in connection with the Guarantee in respect of any obligation of the Company, whether that obligation arose before or after the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"80c3c512-588c-407d-b9a3-18f7647d14d7","value":"yes","type":"add","operator":"="}]},{"id":"07e6551d-7a32-4f13-b266-994859e0efc7","order":129,"text":"16. MUTUAL RELEASE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"88ce1a6c-33dc-4047-87e9-6f35b6a02678","order":130,"text":"With effect from the Closing, and save in respect of the rights and obligations created by this Agreement, the Seller releases and forever discharges the Company, the Buyer and the members, managers, officers, employees and agents of the Company from every claim, demand, action and cause of action, whether known or unknown, arising out of or in connection with the ownership by the Seller of the Seller's Interest or its status as a member of the Company at any time up to the Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fa2cbe9c-c7e1-4109-bec6-f04ac953a57c","order":131,"text":"With effect from the Closing, and save in respect of the rights and obligations created by this Agreement, the Buyer and the Company release and forever discharge the Seller from every claim, demand, action and cause of action, whether known or unknown, arising out of or in connection with the status of the Seller as a member, manager or officer of the Company at any time up to the Closing, save for any claim arising out of fraud or wilful misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c1bc0d7-6a45-4371-b323-014918f16ab5","order":132,"text":"Nothing in this Section releases or otherwise affects: the right of the Seller to indemnification, to the advancement of expenses or to exculpation conferred on it by the Operating Agreement, by the certificate of formation of the Company, by any indemnification agreement or by law, in respect of any act or omission occurring before the Closing while the Seller was a member, manager or officer of the Company; the right of the Seller to the benefit of any policy of insurance maintained by the Company in respect of such acts or omissions, which the Company shall not cancel or allow to lapse in a manner that prejudices that benefit; any accrued but unpaid compensation, expense reimbursement or distribution to which the Seller is entitled and which has been disclosed in writing before the Closing; or the rights and obligations created by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76a75093-7f60-4ac6-9d46-730dd6c47790","order":133,"text":"Each Party acknowledges that it may hereafter discover facts different from, or in addition to, those which it now knows or believes to be true, and agrees that the releases given in this Section remain effective notwithstanding that discovery. Each Party expressly waives the benefit of any statute or rule of law providing that a general release does not extend to claims which the releasing party does not know or suspect to exist in its favour at the time of executing the release.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ded5695d-06f3-4673-9a4b-a3fb35b60c71","order":134,"text":"17. RESTRICTIVE COVENANTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"23ee5646-1786-42c3-b467-580af661f561","value":"yes","type":"add","operator":"="}],"sectionNum":"S17"},{"id":"0d0108a2-e570-401c-b5ae-b22badfc92f1","order":135,"text":"In consideration of the Purchase Price, the Seller having sold with the Transferred Interest the goodwill of the business of the Company attaching to it, and in order to protect that goodwill in the hands of the Buyer, the Seller undertakes that for a period of [__] months from the Closing Date it will not, within [Geographic area], directly or indirectly, whether alone or jointly with any other person, carry on, be engaged in, be concerned with or be financially interested in any business which competes with the business carried on by the Company as at the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"23ee5646-1786-42c3-b467-580af661f561","value":"yes","type":"add","operator":"="}]},{"id":"4efc660b-151c-48a4-8f42-a8928fde9d9d","order":136,"text":"During the same period the Seller shall not solicit or entice away, or attempt to solicit or entice away, from the Company any person who was at the Closing Date an employee, officer, consultant, customer or supplier of the Company, nor otherwise interfere with the relationship between the Company and any such person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"23ee5646-1786-42c3-b467-580af661f561","value":"yes","type":"add","operator":"="}]},{"id":"f25e069f-9b91-4636-a6da-83d9c1635d75","order":137,"text":"Nothing in this Section prevents the Seller from holding, for investment purposes only, not more than three per cent of the securities of any company whose securities are traded on a recognised securities exchange.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"23ee5646-1786-42c3-b467-580af661f561","value":"yes","type":"add","operator":"="}]},{"id":"2a9dc4c9-d3aa-4cde-b9bd-5debf7539135","order":138,"text":"The Seller acknowledges that these undertakings are reasonable and necessary for the protection of the legitimate interests of the Buyer and of the Company, that they were a material inducement to the Buyer to enter into this Agreement, and that the consideration for them forms part of the Purchase Price. If any of these undertakings is held to be unenforceable by reason of its duration, its geographic scope or the range of activities covered by it, it shall be enforced to the maximum extent permitted by law, and the court or tribunal is authorised to reduce its scope accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"23ee5646-1786-42c3-b467-580af661f561","value":"yes","type":"add","operator":"="}]},{"id":"5ff648ff-c864-4c2f-bc2b-2342eeeed7e6","order":139,"text":"The Seller acknowledges that damages alone would not be an adequate remedy for a breach of this Section and that the Buyer and the Company are entitled to seek injunctive relief in addition to any other remedy available to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"23ee5646-1786-42c3-b467-580af661f561","value":"yes","type":"add","operator":"="}]},{"id":"90b57f3c-f8b2-47c9-82c4-388525e6ecf9","order":140,"text":"18. CONFIDENTIALITY AND NON-DISPARAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S18"},{"id":"77a16dc0-4771-4495-b2f8-87943d7234fa","order":141,"text":"Each Party shall keep confidential the terms of this Agreement and all confidential information concerning the Company, its business, customers, suppliers, finances, trade secrets and know-how which it holds or acquires in connection with this Agreement, and shall not use or disclose that information otherwise than for the purposes of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c7b88cc-6f93-4c37-9b6f-e94fdc07e530","order":142,"text":"That obligation does not apply to information which is or becomes generally available to the public otherwise than by breach of this Agreement, which was lawfully in the possession of the receiving Party free of any restriction before its disclosure, or whose disclosure is required by law, by a Governmental Authority or by the rules of any securities exchange, provided that, where lawful and practicable, the disclosing Party first notifies the other Party so that it may seek protective relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1bfda7be-fb72-43a8-b6c6-5db0840594e1","order":143,"text":"Neither Party shall make any public announcement concerning this Agreement or its subject matter without the prior written consent of the other Party, save as required by law, and neither Party shall make or publish any statement which disparages the other Party or the Company or which is likely to damage its reputation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76435225-6d30-4268-803f-8cd6e0204f67","order":144,"text":"This Section survives the Closing and any termination of this Agreement for a period of three years, save in respect of information constituting a trade secret, in relation to which it survives for so long as that information retains that character.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f72ca22-bc9e-4d5a-a6ce-8fbaece81795","order":145,"text":"19. TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"01a44831-2b35-45d5-ab1b-99cec58b86fb","order":146,"text":"This Agreement may be terminated at any time before the Closing: by the written agreement of the Parties; by either Party, if the Closing has not occurred within thirty days after the Closing Date otherwise than by reason of the default of that Party; by either Party, if a condition to its obligation to complete has become incapable of satisfaction and it has not waived that condition; or by the Party not in default, if the other Party is in material breach of this Agreement and has failed to remedy that breach within ten business days of written notice requiring it to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e5128fec-08ae-4d2d-93d1-1e0a5f5fc128","order":147,"text":"Termination does not affect any right or liability that has accrued before termination, nor the provisions of this Agreement concerning confidentiality, notices, governing law, dispute resolution and the miscellaneous provisions, all of which survive termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbb690c8-744f-4635-956c-034dcd5208bd","order":148,"text":"If this Agreement is terminated otherwise than by reason of the default of the Buyer, every sum paid by the Buyer on account of the Purchase Price shall be refunded to it within five business days of termination, without interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f9abd69-1b36-43e8-b7bc-4409e130c168","order":149,"text":"20. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S20"},{"id":"69665110-b9cb-4725-bd7d-01a24dead95f","order":150,"text":"Every notice or other communication under this Agreement shall be in writing and shall be delivered by hand, sent by nationally recognised overnight courier, sent by certified or registered mail with return receipt requested, or sent by electronic mail, in each case to the address of the recipient set out in the preamble to this Agreement or to the electronic mail address set out below, or to such other address as that Party may notify in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ab57447-e001-432a-acd5-b86804cd81fa","order":151,"text":"The electronic mail address of the Seller is [Seller email]; the electronic mail address of the Buyer is [Buyer email]; and the electronic mail address of the Company is [Company email], in each case until written notice of a change is given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b51fb9e7-8b08-4433-8d3f-187cdff18dc0","order":152,"text":"A notice is deemed to have been given: upon delivery, if delivered by hand; on the first business day after dispatch, if sent by overnight courier; on the third business day after posting, if sent by mail; and upon transmission, if sent by electronic mail before 5.00 p.m. in the place of receipt on a business day, and otherwise on the next business day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78ed6a32-3773-49c3-94fa-e659de3231c4","order":153,"text":"21. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S21"},{"id":"a5ac07bb-ce78-435d-aacd-d9ea368cdf75","order":154,"text":"This Agreement, and every dispute or claim arising out of or in connection with it, its subject matter or its formation, whether contractual or non-contractual, is governed by and shall be 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":"43b8a9c3-f503-4dd3-8699-272f94b49f48","order":155,"text":"Before commencing any proceeding the Parties shall attempt in good faith to resolve any dispute by negotiation between persons having authority to settle it and, failing resolution within twenty days, by mediation administered by a recognised mediation provider, the costs of which shall be shared equally. This paragraph does not prevent a Party from seeking urgent injunctive or other equitable relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83ce35d0-c3a7-4c8b-9572-b8293040aa7d","order":156,"text":"Subject to the preceding paragraph, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [City and State], waives any objection to the laying of venue in those courts and any claim that a proceeding brought in them has been brought in an inconvenient forum, and consents to service of process by the means provided for the giving of notices under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"126b164b-036b-4865-a23a-07e940c02d40","value":"courts","type":"add","operator":"="}]},{"id":"358f710b-f9c6-44a6-9a0c-c167e678cb3d","order":157,"text":"Subject to the preceding paragraph, any dispute which has not been resolved shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with the seat of the arbitration in [City and State]. The award shall be final and binding upon the Parties and judgment upon it may be entered in any court of competent jurisdiction. Each Party shall bear its own costs, save that the arbitrator may award to the prevailing Party its reasonable attorneys' fees and the costs of the arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"126b164b-036b-4865-a23a-07e940c02d40","value":"arbitration","type":"add","operator":"="}]},{"id":"f6597a3e-0ca1-4149-9383-7a8dc8dab912","order":158,"text":"Each Party irrevocably waives any right it may have to a trial by jury in respect of any proceeding arising out of or in connection with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24b641ab-12c2-474c-bf3c-2f664b2ad1d6","order":159,"text":"22. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S22"},{"id":"9c68c17e-e256-49b9-8497-1a5ff57c8496","order":160,"text":"Entire agreement. This Agreement, together with its exhibit and the documents referred to in it, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes every prior agreement, understanding, representation, warranty and negotiation, whether oral or written. Each Party acknowledges that it has not relied upon any statement not set out in this Agreement, save that nothing in this Agreement limits or excludes liability for fraud.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9869064-bf6c-4fca-a21b-0957f39c88fd","order":161,"text":"Amendment and waiver. No amendment of this Agreement is effective unless it is in writing and signed by the Parties. No waiver of a breach is effective unless it is in writing, and the waiver of one breach is not a waiver of any other breach or of the same breach on a later occasion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"42cf866d-5ec0-4bcc-9e4c-90b0bf3619d3","order":162,"text":"Assignment. Neither Party may assign or transfer this Agreement or any right or obligation under it without the prior written consent of the other Party, save that the Buyer may assign its rights to an entity under its control, provided that the Buyer remains liable for the performance of its obligations and that every consent required under the Operating Agreement in respect of the assignee has been obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"97b3d820-a27e-4e6a-bebf-0bec158f79c2","order":163,"text":"Further assurances. Each Party shall execute every document and do every act which the other Party may reasonably require in order to give full effect to this Agreement, including the filing of any amendment to the certificate of formation of the Company and the making of any tax election or filing contemplated by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"762c3e65-4dfe-4976-9c10-db19951b9a93","order":164,"text":"Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable or, failing that, shall be severed, and the remaining provisions of this Agreement remain in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0a31fb2d-ca45-4515-8a34-d2001d98b3c2","order":165,"text":"Expenses. Each Party bears its own costs and expenses, including legal, accounting and advisory fees, incurred in connection with the negotiation, preparation and completion of this Agreement, save as otherwise expressly provided in it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"98c8f2db-918d-4ccd-9b4c-b5aae9cbec69","order":166,"text":"No third-party beneficiaries. Save for the Company and for the persons entitled to the benefit of the indemnities and releases given under this Agreement, no person who is not a Party has any right to enforce any term of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd6276cc-0f43-4b2f-a367-532f396d223e","order":167,"text":"Specific performance. The Parties agree that damages alone would not be an adequate remedy for a breach of the obligations to complete under this Agreement and that each Party is entitled to seek specific performance and injunctive relief in addition to any other remedy available to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"270fcc14-9220-4175-ab59-c12060c09a68","order":168,"text":"Counterparts and electronic signature. This Agreement may be executed in any number of counterparts, each of which is an original and all of which together constitute one and the same instrument. A signature transmitted electronically, and a signature applied by means of a recognised electronic signature platform, has the same effect as a manuscript signature.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"27930b49-d985-42d2-91f2-9e0caa695be1","order":169,"text":"Successors and assigns. This Agreement binds and enures to the benefit of the Parties and their respective heirs, executors, personal representatives, successors and permitted assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b2ffcc54-b0d4-4a23-af00-7f25332a07fa","order":170,"text":"Time. Time is of the essence in relation to every obligation to make a payment and to every obligation to complete under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c361e9b-5ecf-4e61-9587-02694bcb1a7d","order":171,"text":"Force majeure. Neither Party is liable for a failure or delay in performing an obligation under this Agreement, other than an obligation to pay money, to the extent that the failure or delay is caused by an event beyond its reasonable control, including an act of God, fire, flood, epidemic, act of war or terrorism, civil disturbance, strike or act of a Governmental Authority, provided that the affected Party notifies the other Party promptly and uses reasonable efforts to resume performance. If the event continues for more than sixty days, either Party may terminate this Agreement by written notice without liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbaa38d0-9c7b-4484-abca-12596710e98b","order":172,"text":"Costs of enforcement. In any proceeding brought to enforce or to interpret this Agreement, the prevailing Party is entitled to recover from the other Party its reasonable attorneys' fees and the costs and expenses of the proceeding, in addition to any other relief awarded to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2a7bc71e-3abe-45c4-8f94-169d1724d62c","order":173,"text":"Survival. Every provision of this Agreement which by its nature is intended to survive the Closing or the termination of this Agreement does so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f72761d2-4747-46b0-a0f8-683826b98f2d","order":174,"text":"IN WITNESS WHEREOF the Parties have executed this Agreement as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"10"},{"id":"8875d657-4ea0-429f-a126-2ec7b6101564","order":175,"text":"THE SELLER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47b1b6cf-08a0-4dc6-8b24-46fd5e686733","order":176,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"2330b776-e66c-400a-823f-d4f36c0fb988","order":177,"text":"Name: [Seller full legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"918c7a4f-ded7-42ae-b651-26f25221c3c9","order":178,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"10b088a3-a924-4207-a3e7-a1b1776cb5cf","order":179,"text":"[Seller legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"individual","type":"remove","operator":"="}]},{"id":"8797606a-b276-4bd6-bf6e-3cbeb3964201","order":180,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"individual","type":"remove","operator":"="}]},{"id":"cd13b7ea-d628-4ee5-bd8e-4c0b7f7e1ab1","order":181,"text":"Name: [Signatory name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"individual","type":"remove","operator":"="}]},{"id":"861ad2cb-1cb1-4c7c-8602-2f652e51aeba","order":182,"text":"Title: [Signatory title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"individual","type":"remove","operator":"="}]},{"id":"def10901-7709-477a-8106-01ce61cb35a7","order":183,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true,"displayConditions":[{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"individual","type":"remove","operator":"="}]},{"id":"17485aa5-15a2-4920-8169-d03f48bc8794","order":184,"text":"THE BUYER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae8a9ed7-7620-4f7c-86f7-bc47d6cada11","order":185,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"entity","type":"remove","operator":"="}]},{"id":"19be7b4c-72fa-4e0f-8e66-d8e6da2894ea","order":186,"text":"Name: [Buyer full legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"entity","type":"remove","operator":"="}]},{"id":"75b79d5a-78db-40cb-a068-236af3603290","order":187,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"entity","type":"remove","operator":"="}]},{"id":"f3c752ac-f6b6-443b-9488-bc8ef45290e6","order":188,"text":"[Buyer legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"individual","type":"remove","operator":"="}]},{"id":"e05e5a08-d59e-4b81-ae7a-bad9bd9a5f53","order":189,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"individual","type":"remove","operator":"="}]},{"id":"e6777960-56ac-4698-aff5-3b283bf583b7","order":190,"text":"Name: [Signatory name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"individual","type":"remove","operator":"="}]},{"id":"d92a9f41-c1e0-4328-a713-fe3238ff1cf0","order":191,"text":"Title: [Signatory title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"individual","type":"remove","operator":"="}]},{"id":"38301ba2-ca91-4ac5-a842-12b7c6fd1cc0","order":192,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true,"displayConditions":[{"field":"8d86a7f4-f569-4a3a-bc8e-82f91a4ecdc2","value":"individual","type":"remove","operator":"="}]},{"id":"77f16c73-f5a2-4f5d-9451-a76f6baeaf82","order":193,"text":"THE COMPANY, for the limited purposes set out in this Agreement","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8748d856-bc31-4387-a8cc-9d3a27b6b7e8","order":194,"text":"[Company legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"5f8354dd-a862-40cf-9fec-82fca78b9b37","order":195,"text":"By: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"8135d43c-9c29-4714-bc62-900013bbc813","order":196,"text":"Name: [Name of the signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"f9efc1c7-c38f-4d85-b795-cebee94e7859","order":197,"text":"Title: [Title of the 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set out in it, and agrees that every interest which the undersigned may have in the Transferred Interest, whether arising under the community property law of any State, under any marital property agreement or otherwise, is bound by this Agreement and is transferred to the Buyer at the Closing. The undersigned has been advised of the right to obtain independent legal advice before signing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"db9a11d7-c210-4b0c-94e3-0bad22e9eee3","value":"yes","type":"add","operator":"="},{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"5021c00d-4427-4061-918f-457c8be7dca9","order":201,"text":"Signature: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"db9a11d7-c210-4b0c-94e3-0bad22e9eee3","value":"yes","type":"add","operator":"="},{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"f00b6350-8a7a-4579-9b5c-9afc4353b436","order":202,"text":"Name: [Full legal name of the spouse]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"db9a11d7-c210-4b0c-94e3-0bad22e9eee3","value":"yes","type":"add","operator":"="},{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"61b59909-7998-4db9-995b-ffd76c3ab832","order":203,"text":"Date: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"db9a11d7-c210-4b0c-94e3-0bad22e9eee3","value":"yes","type":"add","operator":"="},{"field":"12efc7ba-0d91-40af-94dc-7ad1401e8845","value":"entity","type":"remove","operator":"="}]},{"id":"a7ef2989-b572-4e65-a31b-0434cb4cfe8c","order":204,"text":"EXHIBIT A","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true,"marginTop":"30"},{"id":"10e8c85b-6eac-4f3f-b797-8cd48eed325b","order":205,"text":"ASSIGNMENT OF MEMBERSHIP INTEREST","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"8900af02-cbc7-41a3-bb99-f1daecdcb56f","order":206,"text":"Capitalised terms used in this Assignment and not defined in it have the meaning given to them in the Membership Interest Purchase Agreement to which it is annexed, and this Assignment is to be read together with that Agreement, whose terms prevail in the event of any inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"04436c06-6dbc-4541-ac3a-5ebac4c206f7","order":207,"text":"For value received, and subject to the terms of the Membership Interest Purchase Agreement dated [Effective date] to which this assignment relates, the Seller hereby sells, assigns, transfers and conveys to the Buyer the whole of the right, title and interest of the Seller in and to the Transferred Interest in [Company legal name], a limited liability company formed under the laws of the State of [State], together with all rights to distributions and allocations attaching to it from and after the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6ae966be-bd26-4012-8fe5-ec5740f24d52","order":208,"text":"The Seller warrants that it owns the Transferred Interest free and clear of all Encumbrances and that it has full right and authority to make this assignment. The Buyer accepts this assignment, agrees to be bound by the Operating Agreement of the Company in respect of the Transferred Interest, and assumes the obligations attaching to it from and after the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9da7a940-2e7a-42f4-a1f2-49d2d37ad117","order":209,"text":"Executed as of the Closing Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"8e984d5c-c979-42cd-8bab-23ad6f89db4c","order":210,"text":"Assignor, the Seller: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c09a92b-8019-463d-93d4-bff906f2178d","order":211,"text":"Assignee, the Buyer: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f9196ea-8145-4cb5-823b-5cb86734e19a","order":212,"text":"Acknowledged and recorded by the Company: ______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]