THIS AGREEMENT (the “Agreement) is made as of the day of , 20 , by and between , a (entity type, if applicable, and state of incorporation/registration/formation, i.e., a Delaware corporation)) (the “Purchaser”), and , a (entity type, if applicable, and state of incorporation/ registration/formation) (the “Seller,” and collectively, the “Parties”).
NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Assets. Upon the closing of this Agreement (the “Closing”), Seller shall sell, transfer, and convey, and Purchaser shall purchase, all of Seller’s right, title and interest in the assets listed below (the “Assets”), free and clear of any liens, encumbrances or liabilities.
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