SAMPLE STOCK PURCHASE AGREEMENT (FAVORABLE BUYER EXT)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE], is made and entered into by and between [SELLER NAME], a [STATE OF ORGANIZATION] corporation (“Seller”), and [BUYER NAME], a [STATE OF ORGANIZATION] corporation (“Buyer”).

RECITALS

WHEREAS, Seller is the sole owner of all issued and outstanding shares of common stock, par value [DOLLAR AMOUNT] (the “Shares”), of [TARGET COMPANY NAME], a [STATE OF ORGANIZATION] corporation (the “Company”);

WHEREAS, Seller desires to sell, assign, and transfer the Shares to Buyer, and Buyer desires to purchase the Shares from Seller, all in accordance with and subject to the terms and conditions set forth herein;

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

ARTICLE I – DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Certain other terms are defined within the body of this Agreement.

“Action” means any claim, legal proceeding, suit, arbitration, or governmental inquiry of any kind, whether civil, criminal, administrative, or otherwise.

“Affiliate” means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. “Control,” including the terms “controlled by” and “under common control with,” means the power to direct the management and policies of a Person.

“Agreement” means this Stock Purchase Agreement (Favorable Buyer Ext), including all Exhibits, Schedules, and the Ancillary Documents.

“Ancillary Documents” means the Escrow Agreement and any other agreements, documents, or instruments executed and delivered pursuant to this Agreement.

“Audited Financial Statements” has the meaning set forth in Section 3.06.

“Balance Sheet” has the meaning set forth in Section 3.06.

“Balance Sheet Date” has the meaning set forth in Section 3.06.

“Basket” has the meaning set forth in Section 8.04(a).

“Benefit Plan” has the meaning set forth in Section 3.20(a).

“Business Day” means any day other than a Saturday, Sunday, or a day on which commercial banks in [LOCATION] are authorized or required to close.

“Buyer” has the meaning set forth in the preamble.

“Buyer Indemnitees” has the meaning set forth in Section 8.02.

“Cap” has the meaning set forth in Section 8.04(a).

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601 et seq.

“Closing” has the meaning set forth in Section 2.05.

“Closing Date” has the meaning set forth in Section 2.05.

“Closing Date Payment” has the meaning set forth in Section 2.04(a)(i).

“Closing Indebtedness Certificate” means a certificate from an authorized officer of the Company itemizing all Indebtedness as of the Closing Date.

“Closing Transaction Expenses Certificate” means a certificate from an authorized officer of the Company itemizing all unpaid Transaction Expenses as of the Closing Date.

“Closing Working Capital” means the Current Assets minus the Current Liabilities of the Company as of the Closing Date, determined as specified herein.

“Closing Working Capital Statement” has the meaning set forth in Section 2.04(b)(i).

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” has the meaning set forth in Section 3.03(a).

“Company” has the meaning set forth in the recitals.

“Company Intellectual Property” means all Intellectual Property that is owned by the Company.

“Company IP Agreements” means all contracts, licenses, sublicenses, agreements, waivers, and permissions related to Intellectual Property to which the Company is a party.

“Company IP Registrations” means all Company Intellectual Property that is registered or subject to pending applications with any governmental authority or registrar.

“Company IT Systems” means the Company’s information technology systems, including software, hardware, networks, and related infrastructure.

“Contracts” means all written and oral contracts, leases, instruments, notes, commitments, and other agreements binding upon the Company.

“Copyrights” means copyrights and works of authorship and all registrations and applications therefor.

“Current Assets” means cash, cash equivalents, accounts receivable, inventory, and prepaid expenses of the Company, subject to exclusions and adjustments as provided in this Agreement, determined in accordance with GAAP.

“Current Liabilities” means accounts payable, accrued Taxes, and accrued expenses of the Company, subject to exclusions and adjustments as provided herein, determined in accordance with GAAP.

“Direct Claim” has the meaning set forth in Section 8.05(c).

“Disclosure Schedules” means the schedules delivered by Seller and Buyer concurrently with the execution of this Agreement.

“Disputed Amounts” has the meaning set forth in Section 2.04(c)(iii).

“Dollars” or “$” means United States dollars.

“Encumbrance” means any lien, pledge, security interest, mortgage, easement, encroachment, right of way, option, or other restriction of any kind.

“Environmental Claim” means any Action alleging liability under any Environmental Law or related to Hazardous Materials.

“Environmental Law” means any Law relating to pollution, protection of the environment, human health, or safety, including Laws relating to Hazardous Materials.

“Environmental Notice” means any written notice from a Governmental Authority regarding potential violations of Environmental Laws or Environmental Claims.

“Environmental Permit” means any permit or authorization required under Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“ERISA Affiliate” means all entities that would be treated as a single employer with the Company under Section 414 of the Code or Section 4001 of ERISA.

“Escrow Agent” means [NAME OF ESCROW AGENT].

“Escrow Agreement” means the escrow agreement by and among Buyer, Seller, and the Escrow Agent entered into at the Closing.

“Estimated Closing Working Capital” has the meaning set forth in Section 2.04(a)(ii).

“Estimated Closing Working Capital Statement” has the meaning set forth in Section 2.04(a)(ii).

“Financial Statements” has the meaning set forth in Section 3.06.

“GAAP” means generally accepted accounting principles in effect in the United States.

“Governmental Authority” means any federal, state, local, or foreign government, or any political subdivision or agency, or any arbitrator or tribunal.

“Governmental Order” means any order, judgment, decree, injunction, or ruling by a Governmental Authority.

“Hazardous Materials” means any substances defined as hazardous or toxic under applicable Environmental Laws, including petroleum and asbestos.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indebtedness” means all obligations for borrowed money, deferred purchase price (other than trade payables), notes, bonds, capital leases, interest, and related fees.

“Indemnification Escrow Amount” means $[NUMBER].

“Indemnification Escrow Fund” has the meaning set forth in Section 2.03(a)(iii)(B).

“Indemnified Party” has the meaning set forth in Section 8.05.

“Indemnifying Party” has the meaning set forth in Section 8.05.

“Independent Accountant” has the meaning set forth in Section 2.04(c)(iii).

“Insurance Policies” has the meaning set forth in Section 3.16.

“Intellectual Property” means all forms of intellectual property rights, including patents, trademarks, trade names, service marks, copyrights, trade secrets, know-how, and software.

“Interim Balance Sheet” has the meaning set forth in Section 3.06.

“Interim Balance Sheet Date” has the meaning set forth in Section 3.06.

“Interim Financial Statements” has the meaning set forth in Section 3.06.

“Knowledge of Seller” means the actual or constructive knowledge of any officer or director of Seller or the Company, after reasonable inquiry.

“Law” means any statute, law, ordinance, rule, regulation, or order of any Governmental Authority.

“Liabilities” has the meaning set forth in Section 3.07.

“Losses” means any and all damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees).

“Material Adverse Effect” means a material adverse change or effect on the business, results of operations, or financial condition of the Company, subject to certain exceptions as described herein.

“Material Contracts” has the meaning set forth in Section 3.09(a).

“Multiemployer Plan” has the meaning set forth in Section 3.20(c).

“Patents” means patents and patent applications, including continuations and reissues.

“Permits” means all permits, licenses, approvals, authorizations, and certificates from Governmental Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 3.10(a).

“Person” means any individual, corporation, partnership, limited liability company, association, trust, or other entity.

“Post-Closing Adjustment” has the meaning set forth in Section 2.04(b)(ii).

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period through the Closing Date.

“Pre-Closing Taxes” has the meaning set forth in Section 6.03.

“Purchase Price” has the meaning set forth in Section 2.02.

“Purchase Price Adjustment Escrow Amount” means $[NUMBER].

“Purchase Price Adjustment Escrow Fund” has the meaning set forth in Section 2.03(a)(iii)(A).

“Qualified Benefit Plan” has the meaning set forth in Section 3.20(c).

“Real Property” means all real property owned, leased, or operated by the Company, including improvements thereon.

“Release” means any release, spill, leak, emission, discharge, or disposal of Hazardous Materials.

“Representative” means any officer, director, employee, consultant, or advisor of a Person.

“Resolution Period” has the meaning set forth in Section 2.04(c)(ii).

“Restricted Business” means [DESCRIPTION OF COMPANY’S BUSINESS].

“Restricted Period” has the meaning set forth in Section 5.07(a).

“Review Period” has the meaning set forth in Section 2.04(c)(i).

“Section 338(h)(10) Election” has the meaning set forth in Section 6.05(a).

“Seller” has the meaning set forth in the preamble.

“Seller Indemnitees” has the meaning set forth in Section 8.03.

“Shares” has the meaning set forth in the recitals.

“Single Employer Plan” has the meaning set forth in Section 3.20(c).

“Software” means any and all computer programs, source code, object code, operating systems, and related documentation.

“Statement of Objections” has the meaning set forth in Section 2.04(c)(ii).

“Straddle Period” has the meaning set forth in Section 6.04.

“Target Working Capital” means $[NUMBER].

“Taxes” means all taxes imposed by any Governmental Authority, including income, franchise, sales, use, property, employment, payroll, withholding, and similar taxes, as well as interest and penalties related thereto.

“Tax Claim” has the meaning set forth in Section 6.06.

“Tax Return” means any return, report, or filing relating to Taxes.

“Territory” means [TERRITORY].

“Third-Party Claim” has the meaning set forth in Section 8.05(a).

“Trade Secrets” means trade secrets and other confidential information, including know-how and methods.

“Trademarks” means trademarks, service marks, logos, and trade names, and all associated goodwill.

“Transaction Expenses” means all fees and expenses incurred by the Company or Seller at or prior to Closing in connection with this Agreement.

“Undisputed Amounts” has the meaning set forth in Section 2.04(c)(iii).

“Union” has the meaning set forth in Section 3.21(b).

“WARN Act” means the Worker Adjustment and Retraining Notification Act and similar Laws relating to plant closings or mass layoffs.

ARTICLE II – PURCHASE AND SALE

Section 2.01 Purchase and Sale

Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, and deliver to Buyer, and Buyer shall purchase from Seller, all of the Shares, free and clear of all Encumbrances (other than applicable securities Law restrictions).

Section 2.02 Purchase Price

The aggregate purchase price for the Shares shall be $[NUMBER], subject to adjustment as provided in Section 2.04 (the “Purchase Price”).

Section 2.03 Transactions at the Closing

(a) At Closing, Buyer shall:

(i) pay to Seller the Closing Date Payment (as adjusted pursuant to Section 2.04), less the Purchase Price Adjustment Escrow Amount and the Indemnification Escrow Amount;

(ii) pay off all Indebtedness and Transaction Expenses listed in the Closing Indebtedness Certificate and Closing Transaction Expenses Certificate; and

(iii) deliver to the Escrow Agent the Purchase Price Adjustment Escrow Amount and the Indemnification Escrow Amount to establish the Purchase Price Adjustment Escrow Fund and the Indemnification Escrow Fund, respectively.

(b) At Closing, Seller shall deliver to Buyer duly endorsed stock certificates evidencing the Shares, free and clear of all Encumbrances, and all Ancillary Documents required to be delivered by Seller.

Section 2.04 Purchase Price Adjustment

(a) Closing Adjustment:
Before Closing, Seller shall provide an Estimated Closing Working Capital Statement. The Closing Date Payment will be adjusted for differences between Estimated Closing Working Capital and Target Working Capital, and reduced by outstanding Indebtedness and unpaid Transaction Expenses.

(b) Post-Closing Adjustment:
After Closing, Buyer shall prepare the Closing Working Capital Statement. The Post-Closing Adjustment is the difference between the Closing Working Capital and the Estimated Closing Working Capital. If positive, Buyer pays Seller; if negative, Seller pays Buyer.

(c) Examination and Review:
Seller may review the Closing Working Capital Statement during the Review Period and raise objections. Unresolved disputes will be submitted to the Independent Accountant, whose decision is binding.

(d) Payment of Post-Closing Adjustment:
Any amounts owed by Seller may be satisfied from the Purchase Price Adjustment Escrow Fund and, if necessary, from the Indemnification Escrow Fund or directly by Seller. Amounts owed by Buyer shall be paid to Seller and, if applicable, the Purchase Price Adjustment Escrow Fund shall be released to Seller.

(e) Tax Treatment:
All payments under this Section 2.04 are treated as adjustments to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 2.05 Closing

The closing of the transactions contemplated herein (the “Closing”) shall occur at [TIME] on [DATE], or at such other time, date, or place (including remotely via electronic exchange) as Buyer and Seller may agree.

Section 2.06 Withholding

Buyer and the Company may withhold and pay any required Taxes from payments under this Agreement. Any withheld amount shall be treated as delivered to Seller.

ARTICLE III – REPRESENTATIONS AND WARRANTIES OF SELLER

Except as disclosed in the Disclosure Schedules, Seller represents and warrants to Buyer that each of the following statements is true and correct as of the date hereof and as of the Closing Date:

Section 3.01 Organization and Authority of Seller

Seller is duly organized, validly existing, and in good standing under its jurisdiction of organization. Seller has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions. This Agreement is a legal, valid, and binding obligation of Seller, enforceable in accordance with its terms.

Section 3.02 Organization, Authority and Qualification of the Company

The Company is a corporation duly organized, validly existing, and in good standing. It has all necessary corporate power and authority to own, operate, and lease its properties and to conduct its business as currently conducted. The Company is qualified to do business in each jurisdiction where its activities require such qualification.

Section 3.03 Capitalization

The authorized capital stock, number of issued and outstanding shares, and ownership of the Shares are as stated in the Disclosure Schedules. The Shares are duly authorized, validly issued, fully paid, and nonassessable. Seller owns all Shares free and clear of Encumbrances. There are no outstanding options, warrants, or other securities convertible into equity of the Company.

Section 3.04 No Subsidiaries

The Company does not own or hold any equity interest in any other Person, and is not obligated to acquire any such interest.

Section 3.05 No Conflicts; Consents

The execution and delivery of this Agreement and the consummation of the transactions do not violate the organizational documents of Seller or the Company, any Law, or any Governmental Order, and do not require any consent or approval of any Person, except as disclosed.

Section 3.06 Financial Statements

Seller has delivered to Buyer the audited financial statements for the last [NUMBER] fiscal years (“Audited Financial Statements”) and unaudited interim financial statements (“Interim Financial Statements”). All such Financial Statements have been prepared in accordance with GAAP and fairly present the Company’s financial position and results of operations. The balance sheet dated as of the most recent fiscal year end is the “Balance Sheet,” and such date is the “Balance Sheet Date.” The balance sheet dated as of the Interim Balance Sheet Date is the “Interim Balance Sheet.”

Section 3.07 Undisclosed Liabilities

The Company does not have any liabilities other than those reflected in the Balance Sheet or incurred in the ordinary course of business since the Balance Sheet Date and not material in amount.

Section 3.08 Absence of Certain Changes

Since the Balance Sheet Date, the Company has operated in the ordinary course and there has been no Material Adverse Effect. The Company has not taken any actions outside the ordinary course as described in the Disclosure Schedules.

Section 3.09 Material Contracts

(a) Section 3.09(a) of the Disclosure Schedules lists all Material Contracts. Such Material Contracts are valid and binding, and neither the Company nor, to Seller’s Knowledge, any counterparty is in breach or default. Complete copies of all Material Contracts have been provided to Buyer.

Section 3.10 Title to Assets; Real Property

The Company has good title to all its personal property and valid leasehold interests in all leased Real Property. All such property is free from Encumbrances other than Permitted Encumbrances. Real Property owned or leased by the Company is listed in the Disclosure Schedules, and the Company’s use of such property does not violate any Law or agreement.

Section 3.11 Condition of Assets

All tangible assets of the Company are in good operating condition and suitable for their intended use, subject to normal wear and tear.

Section 3.12 Intellectual Property

(a) Section 3.12(a) of the Disclosure Schedules lists all Company IP Registrations. The Company owns or has the right to use all Intellectual Property necessary for its business.

(b) Section 3.12(b) lists all Company IP Agreements. Each such agreement is valid and enforceable, and the Company is not in breach.

(c) The conduct of the Company’s business does not infringe any Intellectual Property rights of others. No claims of infringement or misappropriation are pending or threatened.

Section 3.13 Inventory

All inventory is of good quality, usable and salable in the ordinary course, and none is held on consignment unless disclosed.

Section 3.14 Accounts Receivable

All accounts receivable arise from bona fide transactions and are collectible subject to appropriate reserves recorded in accordance with GAAP.

Section 3.15 Customers and Suppliers

(a) Section 3.15(a) lists the Material Customers. The Company has received no notice that any such customer intends to cease or materially reduce its business with the Company.

(b) Section 3.15(b) lists the Material Suppliers. The Company has received no notice that any such supplier intends to cease or materially reduce its business with the Company.

Section 3.16 Insurance

Section 3.16 of the Disclosure Schedules lists all Insurance Policies. Each policy is in full force and effect, and no party is in default. There are no pending claims that have been denied or disputed by the insurer.

Section 3.17 Legal Proceedings; Governmental Orders

There are no pending or threatened Actions against the Company that would have a Material Adverse Effect or challenge this transaction. The Company is not subject to any outstanding Governmental Orders.

Section 3.18 Compliance With Laws; Permits

The Company is, and has been, in compliance with all applicable Laws. The Company holds all Permits required to conduct its business, and all such Permits are in full force and effect.

Section 3.19 Environmental Matters

The Company is in compliance with all Environmental Laws and possesses all required Environmental Permits. No Environmental Claims are pending or threatened, and there have been no releases of Hazardous Materials that would result in liability.

Section 3.20 Employee Benefit Matters

(a) Section 3.20(a) lists all Benefit Plans. Each Benefit Plan complies with applicable Law, including ERISA and the Code.

(b) No Benefit Plan is a Multiemployer Plan or subject to Title IV of ERISA, except as disclosed. The Company has no liability with respect to any Benefit Plan of any ERISA Affiliate.

(c) Each Qualified Benefit Plan is qualified under Section 401(a) of the Code. There are no pending or threatened claims relating to any Benefit Plan other than routine claims for benefits. The Company does not provide post-termination health benefits, except as required by COBRA or similar Law.

Section 3.21 Employment Matters

(a) The Disclosure Schedules list all current employees, contractors, and consultants. The Company has paid all compensation due and is in compliance with applicable employment Laws.

(b) The Company is not party to any collective bargaining agreement. There are no strikes, lockouts, or labor disputes. The Company is in compliance with employment and labor Laws and has not incurred any liability under the WARN Act.

Section 3.22 Taxes

The Company has timely filed all Tax Returns and paid all Taxes due. There are no ongoing audits, and no claims have been made by any taxing authority that the Company may be subject to Tax in a jurisdiction in which it does not file returns. The Company has withheld and remitted all required Taxes.

Section 3.23 Books and Records

The Company’s books and records are accurate and complete, maintained in accordance with sound business practices. At the Closing, all such books and records will be in the Company’s possession.

Section 3.24 Related Party Transactions

Except as set forth in the Disclosure Schedules, there are no transactions between the Company and Seller or any of their Affiliates that will continue post-Closing.

Section 3.25 Brokers

Except as disclosed, no broker or finder engaged by Seller is entitled to any fee or commission relating to the transactions contemplated by this Agreement.

Section 3.26 Full Disclosure

No representation or warranty by Seller in this Agreement and no statement in the Disclosure Schedules or any certificate delivered to Buyer hereunder contains any untrue statement of a material fact or omits to state a material fact necessary to make such statements not misleading.

ARTICLE IV – REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that each of the following is true and correct as of the date hereof:

Section 4.01 Organization and Authority of Buyer

Buyer is duly organized, validly existing, and in good standing. Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Documents and to consummate the transactions. This Agreement constitutes a valid, binding, and enforceable obligation of Buyer.

Section 4.02 No Conflicts; Consents

The execution and performance of this Agreement by Buyer do not violate Buyer’s organizational documents, any Law, or require any notice or consent of any Governmental Authority other than as disclosed or required under the HSR Act.

Section 4.03 Investment Purpose

Buyer is acquiring the Shares for its own account and not with a view to public resale. Buyer acknowledges that the Shares are not registered under the Securities Act and cannot be transferred except in compliance with applicable Laws.

Section 4.04 Brokers

Except as set forth in the Disclosure Schedules, no broker or finder engaged by Buyer is entitled to any fee or commission in connection with the transactions.

Section 4.05 Sufficiency of Funds

Buyer has sufficient immediately available funds to pay the Purchase Price and consummate the transactions.

Section 4.06 Legal Proceedings

There are no Actions pending or threatened against Buyer that would prevent Buyer from consummating the transactions.

ARTICLE V – COVENANTS

Section 5.01 Conduct of Business Prior to Closing

From the date hereof until the Closing, Seller shall ensure the Company operates in the ordinary course and preserves its business, assets, and goodwill.

Section 5.02 Access to Information

Prior to Closing, Seller shall afford Buyer and its Representatives reasonable access to the Company’s facilities, books, and records, and shall furnish such information as Buyer may reasonably request.

Section 5.03 No Solicitation of Other Bids

Seller shall not solicit, initiate, or encourage any inquiries or proposals related to the sale of the Shares or the Company’s assets to anyone other than Buyer.

Section 5.04 Notice of Certain Events

Seller shall promptly notify Buyer of any event or circumstance that would result in a breach of this Agreement or prevent any condition precedent to Closing from being satisfied.

Section 5.05 Resignations

At Closing, Seller shall deliver to Buyer the resignations of those officers and directors of the Company requested by Buyer, effective as of the Closing Date.

Section 5.06 Confidentiality

After Closing, Seller shall keep confidential all non-public information concerning the Company, except as required by Law or for enforcing its rights under this Agreement.

Section 5.07 Non-Competition; Non-Solicitation

(a) For the Restricted Period, Seller shall not compete with the Company in the Restricted Business in the Territory or solicit the Company’s customers or employees, subject to agreed exceptions.

(b) Seller acknowledges the necessity of these restrictions to protect Buyer and that any breach would cause irreparable harm.

Section 5.08 Governmental Approvals and Consents

Each party shall use reasonable best efforts to obtain all necessary consents, approvals, and authorizations from Governmental Authorities and third parties to consummate the transactions.

Section 5.09 Books and Records

After Closing, each party will preserve and maintain relevant books and records and provide access to the other party as reasonably requested.

Section 5.10 Closing Conditions

Each party shall use reasonable best efforts to satisfy the conditions to Closing set forth in Article VII.

Section 5.11 Public Announcements

No party shall issue a public statement regarding this Agreement or the transactions without the other party’s prior written consent, except as required by Law.

Section 5.12 Further Assurances

Following the Closing, each party shall execute and deliver such additional documents and take such further actions as may be necessary to fully effectuate and carry out the transactions contemplated by this Agreement.

ARTICLE VI – TAX MATTERS

This Article addresses the allocation of Tax liabilities, preparation and filing of Tax Returns, cooperation in Tax matters, and indemnification for certain Tax liabilities, as well as the possibility of making a Section 338(h)(10) Election. Any indemnification for Taxes shall be treated as an adjustment to the Purchase Price, unless required otherwise by Law.

ARTICLE VII – CONDITIONS TO CLOSING

The obligations of each party to consummate the Closing are subject to the fulfillment or written waiver of certain conditions, including the expiration of HSR Act waiting periods, no Governmental Order prohibiting the transaction, the accuracy of representations and warranties, and the performance of covenants. Buyer’s obligation includes receipt of certain deliverables from Seller, and Seller’s obligation includes receipt of the Closing Date Payment and related deliverables from Buyer.

ARTICLE VIII – INDEMNIFICATION

Section 8.01 Survival

Representations, warranties, covenants, and agreements survive the Closing for the periods set forth herein. Any claim asserted prior to expiration survives until final resolution.

Section 8.02 Indemnification by Seller

Seller shall indemnify Buyer Indemnitees for Losses arising from breaches of Seller’s representations, warranties, and covenants, and certain other obligations, subject to limitations in this Agreement.

Section 8.03 Indemnification by Buyer

Buyer shall indemnify Seller Indemnitees for Losses arising from breaches of Buyer’s representations, warranties, and covenants, subject to limitations herein.

Section 8.04 Certain Limitations

Indemnification is subject to Basket and Cap limitations, except for certain fundamental representations. Materiality qualifiers are disregarded for determining breach thresholds. The Indemnification Escrow Fund may be used to satisfy Seller’s indemnification obligations.

Section 8.05 Indemnification Procedures

This Section sets forth procedures for claims, including Third-Party Claims and Direct Claims. The Indemnifying Party may assume defense of Third-Party Claims under certain conditions, and the Indemnified Party has participation rights.

Section 8.06 Payments; Indemnification Escrow Fund

Indemnification payments shall be made promptly after the Loss is determined. Seller’s indemnification obligations may be satisfied from the Indemnification Escrow Fund, and Buyer and Seller shall instruct the Escrow Agent accordingly.

Section 8.07 Tax Treatment of Indemnification Payments

All indemnification payments shall be treated as Purchase Price adjustments unless otherwise required by Law.

Section 8.08 Effect of Investigation

Buyer’s right to indemnification is not affected by any investigation or knowledge of Buyer prior to Closing.

Section 8.09 Exclusive Remedies

Except in cases of fraud or willful misconduct, indemnification under Article VI and VIII is the exclusive remedy for claims arising under this Agreement.

ARTICLE IX – TERMINATION

This Agreement may be terminated by mutual consent, by either party if Closing has not occurred by a certain date (unless due to that party’s breach), or if a Governmental Order prohibits the transaction. Upon termination, no party shall have liability except for willful breaches and as otherwise expressly provided.

ARTICLE X – MISCELLANEOUS

Section 10.01 Expenses

Except as otherwise provided, each party is responsible for its own expenses incurred in connection with this Agreement.

Section 10.02 Notices

All notices shall be in writing and delivered as specified herein, effective upon receipt.

Section 10.03 Interpretation

Headings are for reference only. “Including” means “including without limitation.” This Agreement shall be construed without presumption against the drafting party.

Section 10.04 Severability

If any provision is invalid or unenforceable, it does not affect the remaining provisions. The parties shall work in good faith to modify the invalid provision to reflect their original intent.

Section 10.05 Entire Agreement

This Agreement, together with the Ancillary Documents, constitutes the entire understanding between the parties regarding the subject matter, superseding all prior negotiations and agreements.

Section 10.06 Successors and Assigns

This Agreement binds and benefits the parties and their respective successors and permitted assigns. No assignment shall relieve the assigning party of any obligation.

Section 10.07 No Third-Party Beneficiaries

Except as expressly stated, no Person other than the parties and their successors and assigns is intended to be a beneficiary of this Agreement.

Section 10.08 Amendment and Waiver

No amendment or waiver is effective unless in writing signed by the party against whom enforcement is sought. A waiver of any provision is not a waiver of any other provision.

Section 10.09 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

This Agreement is governed by [STATE] law without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of courts located in [CITY, STATE]. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

Section 10.10 Specific Performance

The parties acknowledge that monetary damages may be inadequate for a breach of this Agreement, and the non-breaching party shall be entitled to equitable relief, including specific performance.

Section 10.11 Counterparts

This Agreement may be executed in counterparts, each of which is an original, and all of which together constitute one agreement. Signatures delivered electronically are valid and binding.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above:

[SELLER NAME]
By: ______________________
Name:
Title:

[BUYER NAME]
By: ______________________
Name:
Title: