For purposes of this Agreement, the following terms shall have the meanings ascribed thereto in this Section. The term "Affiliate" shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

The term "Business Day" shall mean any day other than a Saturday, Sunday or day on which commercial banks located in [City, State] are authorized or required by law to be closed.

The term "Closing" shall mean the consummation of the transactions contemplated by this Agreement, and the term "Closing Date" shall mean the date on which the Closing actually occurs.

The term "Encumbrance" shall mean any mortgage, pledge, lien, charge, security interest, option, right of first refusal, easement, servitude, encroachment, restrictive covenant, conditional sale arrangement, title retention agreement, or other encumbrance of any kind or character whatsoever.

The term "Governmental Authority" shall mean any federal, state, local or foreign government or political subdivision thereof, any agency, authority, bureau, commission, department, instrumentality or regulatory body of any such government or political subdivision, or any court, tribunal or arbitrator of competent jurisdiction.

The term "Knowledge of the Seller" shall mean the actual knowledge, after reasonable inquiry, of the directors, officers and senior management personnel of the Seller.

The term "Material Adverse Effect" shall mean any event, change, circumstance, effect or condition that, individually or in the aggregate, has had or would reasonably be expected to have a materially adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of the Business, taken as a whole, excluding any effect resulting from general economic, political or market conditions or from changes in laws of general applicability.

The term "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or Governmental Authority.

Headings used herein are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement. Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the assets, properties and rights of every kind and nature, whether tangible or intangible, real, personal or mixed, wherever located and whether or not reflected on the books and records of the Seller, that are used or held for use in connection with the Business, free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the "Purchased Assets").

The Purchased Assets shall include, without limitation, all machinery, equipment, furniture, fixtures, vehicles, tools, parts, supplies and other tangible personal property owned by the Seller and used or held for use in the Business, as more particularly described at [description of tangible assets].

The Purchased Assets shall further include all inventory of the Seller used or held for use in the Business, including raw materials, work-in-process, finished goods, packaging materials, spare parts and supplies, wherever located.

The Purchased Assets shall further include all contracts, agreements, leases, licenses, purchase orders, sales orders and other commitments of the Seller used or held for use in the Business and designated by the Buyer as "Assumed Contracts," together with all rights, benefits and claims arising thereunder.

The Purchased Assets shall further include all intellectual property owned or licensed by the Seller and used or held for use in the Business, including patents, trademarks, service marks, trade names, copyrights, domain names, trade secrets, know-how, customer lists, supplier lists, software, databases, and all goodwill associated therewith.

The Purchased Assets shall further include all permits, licenses, approvals, consents, registrations and authorizations issued by any Governmental Authority to the extent transferable, all books, records, files, data and documentation relating to the Business, and all claims, causes of action, warranty rights and refunds relating to the Purchased Assets or the Assumed Liabilities.

The term "Permitted Encumbrances" shall mean (i) liens for taxes, assessments and governmental charges not yet due and payable, (ii) mechanics', materialmen's, carriers', warehousemen's and similar statutory liens arising in the ordinary course of business for amounts not yet due and payable, and (iii) such other matters as the Buyer may expressly agree in writing to accept.

Notwithstanding anything to the contrary contained in this Agreement, the Purchased Assets shall not include, and the Seller shall retain all right, title and interest in and to, the following assets, properties and rights of the Seller (collectively, the "Excluded Assets").

The Excluded Assets shall include all cash, cash equivalents, bank deposits, marketable securities and similar investments of the Seller as of the Closing Date, together with all accounts, notes and other receivables of the Seller arising prior to the Closing Date, except as the Parties may otherwise expressly agree in writing.

The Excluded Assets shall include the corporate seals, organizational documents, minute books, stock books, tax returns, books of account and other records having to do with the corporate organization and capitalization of the Seller, provided, however, that the Buyer shall be entitled to receive copies of such records to the extent they pertain to the Business or the Purchased Assets.

The Excluded Assets shall include all rights of the Seller under this Agreement and any other agreement, certificate, instrument or document executed and delivered in connection with the transactions contemplated hereby.

The Excluded Assets shall include all employee benefit plans, programs, arrangements and policies maintained, sponsored or contributed to by the Seller, together with all assets, trust agreements and insurance policies relating thereto.

The Excluded Assets shall include all insurance policies of the Seller and all rights to applicable claims, refunds and proceeds thereunder, as well as all tax refunds, credits and prepayments attributable to any period ending on or prior to the Closing Date.

The Excluded Assets shall further include any other assets, properties or rights specifically identified by the Parties in writing as excluded assets prior to the Closing, including [description of other excluded assets, if any].

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and agree to pay, perform and discharge when due only the following liabilities and obligations of the Seller (collectively, the "Assumed Liabilities"), and no others.

The Assumed Liabilities shall include all liabilities and obligations of the Seller under the Assumed Contracts, but only to the extent such liabilities and obligations (i) arise after the Closing Date, (ii) do not arise from or relate to any breach, default or violation by the Seller occurring on or prior to the Closing Date, and (iii) are ascertainable solely by reference to the express terms of such Assumed Contracts.

The Assumed Liabilities shall include trade accounts payable of the Seller incurred in the ordinary course of business and outstanding as of the Closing Date, but only to the extent specifically identified on a schedule of assumed payables mutually agreed upon by the Parties and delivered at Closing.

The Assumed Liabilities shall include all liabilities and obligations arising out of or relating to the Buyer's ownership or operation of the Purchased Assets or the Business from and after the Closing Date.

The Assumed Liabilities shall include such other specific liabilities, if any, as the Buyer may expressly agree in writing to assume, with each such liability being identified with reasonable particularity.

Except for the Assumed Liabilities expressly set forth in this Section, the Buyer shall not assume, and shall have no responsibility or liability for, any liability or obligation of the Seller of any kind or nature whatsoever, whether accrued, absolute, contingent, known or unknown, matured or unmatured, or otherwise.

The Seller shall retain, and shall be solely responsible for paying, performing and discharging when due, and the Buyer shall not assume or otherwise be liable for, any liabilities or obligations of the Seller other than the Assumed Liabilities (collectively, the "Excluded Liabilities").

The Excluded Liabilities shall include any liability or obligation of the Seller for taxes of any kind arising from or relating to the operation of the Business or the ownership of the Purchased Assets for any period ending on or prior to the Closing Date, including any transfer taxes arising out of the transactions contemplated hereby, except as otherwise expressly allocated herein.

The Excluded Liabilities shall include any liability or obligation of the Seller arising out of or relating to any Excluded Asset, any current or former employee benefit plan of the Seller, or any employee of the Seller with respect to the period of employment ending on or prior to the Closing Date, including accrued wages, salaries, commissions, bonuses, severance and vacation pay.

The Excluded Liabilities shall include any liability or obligation of the Seller arising out of or relating to any breach, default or violation by the Seller of any contract, lease, license, permit or law, or any infringement, misappropriation or violation by the Seller of any intellectual property or other proprietary right, in each case occurring on or prior to the Closing Date.

The Excluded Liabilities shall include any liability or obligation of the Seller arising out of or relating to any product manufactured, sold or distributed, or any service performed, by the Seller on or prior to the Closing Date, including any product liability, warranty, recall or similar claims.

The Excluded Liabilities shall include any liability or obligation of the Seller arising out of or relating to any environmental matter, including any release, discharge or disposal of hazardous substances, occurring on or prior to the Closing Date.

The Excluded Liabilities shall further include any indebtedness of the Seller for borrowed money, any guarantees by the Seller of indebtedness of any other Person, and any litigation, claim, proceeding or investigation pending or threatened against the Seller as of the Closing Date.

In consideration of the sale, assignment, transfer, conveyance and delivery of the Purchased Assets, the Buyer shall pay to the Seller an aggregate purchase price of [Purchase Price Amount in Words] dollars ($[Purchase Price Amount]) (the "Purchase Price"), subject to adjustment as expressly provided herein.

The Purchase Price shall be paid in full in cash at the Closing by wire transfer of immediately available funds to one or more accounts designated in writing by the Seller not fewer than three (3) Business Days prior to the Closing Date.

In addition to the payment of the Purchase Price, the Buyer shall assume the Assumed Liabilities at the Closing in accordance with the terms of this Agreement.

The Purchase Price (together with any Assumed Liabilities properly treated as consideration for federal income tax purposes) shall be allocated among the Purchased Assets in accordance with an allocation schedule to be mutually agreed upon by the Parties in writing within [number] days after the Closing Date, prepared consistent with applicable federal tax principles governing the allocation of purchase price in asset acquisitions.

Each of the Parties agrees to (i) prepare and file all tax returns in a manner consistent with the allocation agreed upon pursuant to this Section, and (ii) take no position inconsistent with such allocation on any tax return or in any proceeding before any Governmental Authority, except as may be required by a final determination of a Governmental Authority.

If the Parties are unable to agree upon the allocation within the period specified above, each Party may file its own tax returns using its own allocation, without prejudice to any other rights or remedies hereunder.

All transfer, documentary, sales, use, stamp, registration and similar taxes incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Buyer and the Seller, and the Party required by law to file any related tax returns shall timely do so, with the other Party cooperating as reasonably requested.

The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely by exchange of electronic documents and signatures on [Closing Date], or at such other time, date and place as the Parties may mutually agree in writing, but in any event no later than [Outside Date] (the "Outside Date").

At the Closing, the Seller shall deliver to the Buyer: (i) one or more bills of sale, assignments and other instruments of transfer, in form and substance reasonably satisfactory to the Buyer, duly executed by the Seller, sufficient to vest in the Buyer good and marketable title to the Purchased Assets free and clear of all Encumbrances other than Permitted Encumbrances; (ii) assignments of all transferable permits, intellectual property and Assumed Contracts; (iii) a certificate of an officer of the Seller certifying as to the matters customarily certified in transactions of this nature; and (iv) such other documents and instruments as the Buyer may reasonably request to effectuate the transactions contemplated hereby.

At the Closing, the Buyer shall deliver to the Seller: (i) the Purchase Price by wire transfer of immediately available funds as provided herein; (ii) an assumption agreement, in form and substance reasonably satisfactory to the Seller, duly executed by the Buyer, pursuant to which the Buyer assumes the Assumed Liabilities; (iii) a certificate of an officer of the Buyer certifying as to the matters customarily certified in transactions of this nature; and (iv) such other documents and instruments as the Seller may reasonably request to effectuate the transactions contemplated hereby.

The obligations of the Buyer to consummate the Closing shall be subject to the satisfaction (or waiver by the Buyer) of the following conditions: (i) all representations and warranties of the Seller being true and correct in all material respects as of the Closing Date; (ii) the Seller having performed and complied in all material respects with all covenants required to be performed by it on or prior to the Closing Date; (iii) no Material Adverse Effect having occurred since the Effective Date; and (iv) all required third-party consents and governmental approvals having been obtained.

The obligations of the Seller to consummate the Closing shall be subject to the satisfaction (or waiver by the Seller) of the following conditions: (i) all representations and warranties of the Buyer being true and correct in all material respects as of the Closing Date; (ii) the Buyer having performed and complied in all material respects with all covenants required to be performed by it on or prior to the Closing Date; and (iii) the Buyer having delivered the Purchase Price and executed the required Closing deliverables.

Risk of loss with respect to the Purchased Assets shall pass from the Seller to the Buyer at the Closing. Possession of the Purchased Assets shall be delivered to the Buyer at the Closing.

Either Party may terminate this Agreement by written notice to the other if the Closing shall not have occurred on or before the Outside Date, provided that the right to terminate shall not be available to a Party whose breach of this Agreement is the primary cause of such failure.

The Seller hereby represents and warrants to the Buyer, as of the Effective Date and as of the Closing Date, as follows.

The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to own, lease and operate its properties and to carry on the Business as now conducted. The Seller has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Seller have been duly authorized by all necessary corporate action, and this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms.

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any provision of the organizational documents of the Seller, (ii) conflict with, result in a breach of, or constitute a default under any material contract, agreement, lease, license or permit to which the Seller is a party or by which it is bound, (iii) violate any law, regulation, order or decree applicable to the Seller or the Business, or (iv) result in the creation of any Encumbrance upon any of the Purchased Assets.

The Seller has good and marketable title to, or a valid leasehold or license interest in, all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances. The Purchased Assets constitute all of the assets necessary and sufficient to conduct the Business as currently conducted in all material respects.

The Seller has complied in all material respects with all laws, regulations, orders and decrees of any Governmental Authority applicable to the Business or the Purchased Assets, and holds all material permits, licenses and authorizations necessary for the lawful conduct of the Business. There is no action, suit, proceeding, claim or investigation pending or, to the Knowledge of the Seller, threatened against the Seller relating to the Business or the Purchased Assets.

The financial information relating to the Business that has been furnished to the Buyer fairly presents, in all material respects, the financial condition and results of operations of the Business as of the dates and for the periods indicated. Since the date of the most recent financial statements furnished to the Buyer, there has been no Material Adverse Effect, and the Business has been operated in the ordinary course consistent with past practice.

The Seller owns or possesses valid rights to use all intellectual property necessary for the conduct of the Business as currently conducted, and, to the Knowledge of the Seller, the conduct of the Business does not infringe, misappropriate or violate the intellectual property rights of any third party. All material taxes due and payable by the Seller with respect to the Business and the Purchased Assets have been timely paid in full.

No broker, finder or investment banker is entitled to any brokerage, finder's or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

Except for the representations and warranties expressly set forth in this Section, the Seller makes no other representation or warranty, express or implied, with respect to the Business, the Purchased Assets, the Assumed Liabilities or the transactions contemplated hereby, and all other representations and warranties are hereby expressly disclaimed.

The Buyer hereby represents and warrants to the Seller, as of the Effective Date and as of the Closing Date, as follows.

The Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted. The Buyer has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

The execution, delivery and performance of this Agreement by the Buyer have been duly authorized by all necessary corporate action, and this Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any provision of the organizational documents of the Buyer, (ii) conflict with, result in a breach of, or constitute a default under any material contract to which the Buyer is a party, or (iii) violate any law, regulation, order or decree applicable to the Buyer.

The Buyer has sufficient cash on hand or available credit facilities to enable it to pay the Purchase Price at the Closing and to consummate the transactions contemplated by this Agreement.

There is no action, suit, proceeding, claim or investigation pending or, to the knowledge of the Buyer, threatened against the Buyer that would reasonably be expected to prevent, materially delay or materially impair the ability of the Buyer to consummate the transactions contemplated hereby.

No broker, finder or investment banker is entitled to any brokerage, finder's or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyer.

The Buyer acknowledges that it has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets and is relying solely upon the express representations and warranties of the Seller set forth in this Agreement.

From the Effective Date until the Closing Date, the Seller shall, and shall cause the Business to, (i) conduct the Business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the Business organization and the goodwill of its customers, suppliers, employees and other Persons having business relationships with the Business, and (iii) not take any action that would result in any representation or warranty of the Seller becoming untrue or in any condition to Closing not being satisfied.

From the Effective Date until the Closing Date, the Seller shall afford the Buyer and its representatives reasonable access, during normal business hours and upon reasonable prior notice, to the properties, books, records, contracts, personnel and other information relating to the Business and the Purchased Assets as the Buyer may reasonably request, subject to appropriate confidentiality undertakings.

Each Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement as promptly as practicable, including obtaining all necessary consents, approvals and authorizations from Governmental Authorities and third parties.

The Seller shall use commercially reasonable efforts to obtain, prior to the Closing, all consents and approvals of third parties required for the assignment of the Assumed Contracts to the Buyer. If any such consent is not obtained prior to the Closing, the Parties shall cooperate in good faith to provide the Buyer with the economic benefits of the applicable Assumed Contract pending receipt of such consent.

Following the Closing, the Seller shall promptly remit to the Buyer any payments or other property received by the Seller that properly belong to the Buyer, and the Buyer shall promptly remit to the Seller any payments or other property received by the Buyer that properly belong to the Seller.

Each Party shall cooperate reasonably with the other Party in connection with the preparation and filing of tax returns, the conduct of any tax audit or proceeding and any other tax matter relating to the Business or the Purchased Assets for periods prior to the Closing.

Except as required by applicable law or the rules of any securities exchange, neither Party shall issue any press release or make any public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

The Buyer shall have no obligation to offer employment to any employee of the Seller. The Buyer may, in its sole discretion, offer employment to such employees of the Seller as it may select (the "Transferred Employees"), on such terms and conditions as the Buyer shall determine in its sole discretion. The Seller shall use commercially reasonable efforts to assist the Buyer in retaining the services of such employees as the Buyer may wish to employ.

The Seller shall be solely responsible for all wages, salaries, commissions, bonuses, severance pay, accrued vacation and other employee compensation and benefits accrued or earned by any employee of the Seller for the period ending on the Closing Date, and shall timely pay all such amounts in accordance with applicable law and the Seller's employment arrangements.

The Seller shall remain solely responsible for all liabilities and obligations arising under any employee benefit plan maintained, sponsored or contributed to by the Seller, and the Buyer shall not assume or have any responsibility for any such plan or any liability or obligation thereunder.

The Seller shall be solely responsible for providing any notices required under applicable federal and state plant closing, mass layoff or similar laws with respect to the transactions contemplated by this Agreement, and shall indemnify and hold harmless the Buyer from and against any liability arising from the failure to provide such notices.

The Seller shall be solely responsible for providing continuation coverage under applicable law to any employee of the Seller (and such employee's qualified beneficiaries) who experiences a qualifying event on or prior to the Closing Date or in connection with the transactions contemplated hereby.

The Transferred Employees shall cease to participate in the Seller's employee benefit plans as of the Closing Date, and shall be eligible to participate in the Buyer's employee benefit plans, if any, in accordance with the terms thereof.

Nothing in this Section shall confer upon any employee or former employee of the Seller any right to continued employment with the Buyer or any right to any particular compensation or benefits, or create any third-party beneficiary rights in any Person.

For a period of [two (2)] years following the Closing Date (the "Restricted Period"), the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, whether as owner, principal, agent, partner, officer, director, shareholder, employee, consultant or in any other capacity, engage in, participate in or carry on any business that competes with the Business as conducted as of the Closing Date within the geographic area of [geographic scope] (the "Restricted Territory").

During the Restricted Period, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit, induce or attempt to induce any customer, supplier, licensee or other business relation of the Business as of the Closing Date to cease doing business with the Buyer, or in any way interfere with the relationship between any such customer, supplier, licensee or other business relation and the Buyer.

During the Restricted Period, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment or engagement, hire or engage any individual who is an employee or independent contractor of the Buyer in connection with the Business as of or after the Closing Date, or induce or attempt to induce any such Person to leave the employ or engagement of the Buyer; provided, however, that a general solicitation of employment not specifically directed at such Persons shall not be deemed a violation of this covenant.

The Seller acknowledges and agrees that the restrictions set forth in this Section are reasonable in scope, duration and geographic area and are necessary to protect the legitimate business interests of the Buyer, including the goodwill and going-concern value being acquired as part of the Purchased Assets.

If any court of competent jurisdiction shall determine that any provision of this Section is unenforceable because of the duration, geographic scope or other scope of such provision, such court shall have the power to reduce the duration, geographic scope or other scope of such provision and, in its reduced form, such provision shall be enforced to the maximum extent permitted by law.

The Seller acknowledges and agrees that any breach or threatened breach of this Section would cause irreparable harm to the Buyer for which monetary damages would be an inadequate remedy, and accordingly the Buyer shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or proving actual damages.

Each Party (the "Receiving Party") acknowledges that, in the course of the transactions contemplated by this Agreement, it has received or may receive confidential and proprietary information of the other Party (the "Disclosing Party"), including information concerning the Business, the Purchased Assets, customers, suppliers, pricing, financial information, trade secrets and know-how (collectively, "Confidential Information").

The Receiving Party shall hold all Confidential Information of the Disclosing Party in strict confidence, shall not use such Confidential Information for any purpose other than the performance of its obligations under this Agreement or, in the case of the Buyer following the Closing, the operation of the Business, and shall not disclose such Confidential Information to any third party except to its directors, officers, employees, agents and professional advisors who have a need to know such information and who are bound by confidentiality obligations no less restrictive than those set forth herein.

From and after the Closing, all Confidential Information relating to the Business and the Purchased Assets shall be deemed Confidential Information of the Buyer, and the Seller shall hold such information in strict confidence in accordance with the terms of this Section, with the Seller treated as the Receiving Party and the Buyer as the Disclosing Party with respect thereto.

The obligations of confidentiality set forth in this Section shall not apply to information that (i) is or becomes generally available to the public other than as a result of a breach by the Receiving Party, (ii) was known to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party, (iii) is independently developed by the Receiving Party without reference to or use of the Confidential Information, or (iv) is required to be disclosed by applicable law or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any effort to obtain protective treatment.

The Parties acknowledge and agree that any breach of this Section would cause irreparable harm for which monetary damages would be an inadequate remedy, and accordingly the non-breaching Party shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity.

The obligations of confidentiality set forth in this Section shall survive the Closing or any termination of this Agreement and continue for a period of [five (5)] years thereafter, provided that with respect to any information constituting a trade secret, such obligations shall continue for so long as such information remains a trade secret under applicable law.

From and after the Closing, the Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates, and their respective directors, officers, employees, agents, successors and assigns (collectively, the "Buyer Indemnified Parties"), from and against any and all losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Losses"), arising out of or resulting from (i) any breach of any representation or warranty of the Seller contained in this Agreement, (ii) any breach of or failure to perform any covenant or agreement of the Seller contained in this Agreement, (iii) any Excluded Liability, or (iv) any Excluded Asset.

From and after the Closing, the Buyer shall indemnify, defend and hold harmless the Seller and its Affiliates, and their respective directors, officers, employees, agents, successors and assigns (collectively, the "Seller Indemnified Parties"), from and against any and all Losses arising out of or resulting from (i) any breach of any representation or warranty of the Buyer contained in this Agreement, (ii) any breach of or failure to perform any covenant or agreement of the Buyer contained in this Agreement, (iii) any Assumed Liability, or (iv) the operation of the Business or the ownership or use of the Purchased Assets by the Buyer from and after the Closing Date.

Promptly after any Indemnified Party becomes aware of any claim giving rise to indemnification hereunder, such Indemnified Party shall give written notice thereof to the indemnifying Party (the "Indemnifying Party"), describing the claim in reasonable detail; provided, however, that the failure to give such notice promptly shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent, and only to the extent, that the Indemnifying Party is actually and materially prejudiced thereby.

In the case of a claim by a third party, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of notice of the claim, to assume and control the defense thereof with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party's sole cost and expense, provided that the Indemnifying Party acknowledges in writing its indemnification obligation with respect to such claim.

The Indemnified Party shall cooperate reasonably with the Indemnifying Party in the defense of any such third-party claim, and shall have the right to participate in such defense with counsel of its own choosing at its own expense. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party unless such settlement provides for a full and unconditional release of the Indemnified Party and does not involve any admission of liability or impose any non-monetary obligation on the Indemnified Party.

Any indemnification payment made pursuant to this Section shall be treated by the Parties as an adjustment to the Purchase Price for all tax purposes to the maximum extent permitted by law. The amount of any Loss subject to indemnification hereunder shall be reduced by the amount of any insurance proceeds or third-party recoveries actually received by the Indemnified Party in respect thereof, net of costs of recovery.

The representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of [eighteen (18) months] following the Closing Date, except that (i) the representations and warranties concerning due organization, authority, title to the Purchased Assets, taxes and brokers (collectively, the "Fundamental Representations") shall survive the Closing until the expiration of the applicable statute of limitations plus sixty (60) days, and (ii) any claim with respect to fraud or intentional misrepresentation shall survive indefinitely.

The covenants and agreements of the Parties contained in this Agreement that by their terms are to be performed after the Closing shall survive the Closing in accordance with their respective terms. All other covenants and agreements shall survive the Closing for the period of eighteen (18) months.

No claim for indemnification may be made after the expiration of the applicable survival period; provided, however, that if a claim is properly asserted in writing in accordance with this Agreement prior to the expiration of the applicable survival period, such claim shall survive until finally resolved.

The Seller shall have no liability for indemnification under clause (i) of the Seller's indemnification obligations unless and until the aggregate amount of all Losses for which the Buyer Indemnified Parties are entitled to indemnification exceeds [one percent (1%)] of the Purchase Price (the "Basket"), in which case the Seller shall be liable for all such Losses from the first dollar; provided, however, that the Basket shall not apply to claims based upon breach of a Fundamental Representation, fraud or intentional misrepresentation.

The aggregate liability of the Seller for all indemnification obligations under clause (i) of the Seller's indemnification obligations shall not exceed [ten percent (10%)] of the Purchase Price (the "Cap"); provided, however, that the Cap shall not apply to claims based upon breach of a Fundamental Representation, fraud or intentional misrepresentation, or any Excluded Liability, for which the aggregate liability of the Seller shall not exceed the Purchase Price actually received by the Seller.

The limitations set forth in this Section shall apply mutatis mutandis to the indemnification obligations of the Buyer, provided that no limitation shall apply to the Buyer's obligation to pay the Purchase Price or to assume and pay the Assumed Liabilities.

In no event shall either Party be liable for any punitive, exemplary, special or consequential damages, or for lost profits or lost business opportunity, except to the extent such damages are actually awarded to a third party in connection with a claim for which indemnification is otherwise owed hereunder.

The indemnification provisions set forth in this Agreement shall be the sole and exclusive remedy of the Parties for any and all claims arising out of or relating to this Agreement or the transactions contemplated hereby, except for (i) claims based upon fraud or intentional misrepresentation, and (ii) claims for specific performance, injunctive relief or other equitable remedies.

This Agreement and all matters arising out of or relating to this Agreement, including its negotiation, execution, performance and enforcement, shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall first be addressed by good-faith negotiations between senior executives of the Parties for a period of not less than thirty (30) days following written notice from one Party to the other describing the nature of the dispute in reasonable detail.

If the dispute is not resolved through such negotiations, the dispute shall be finally resolved by binding arbitration administered by [American Arbitration Association] in accordance with its Commercial Arbitration Rules then in effect, by a single arbitrator mutually agreed upon by the Parties, or, failing such agreement within thirty (30) days, appointed in accordance with such rules.

The arbitration shall be conducted in [City, State], in the English language. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could order or grant, including specific performance and injunctive relief, and the award rendered by the arbitrator shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party may seek interim or provisional injunctive or other equitable relief from any court of competent jurisdiction to preserve the status quo or prevent irreparable harm pending the resolution of any dispute by arbitration, and such action shall not constitute a waiver of the obligation to arbitrate.

Each Party shall bear its own costs and expenses in connection with any such dispute resolution proceeding, including attorneys' fees, and the Parties shall share equally the fees and expenses of the arbitrator and the arbitration administrator; provided, however, that the arbitrator shall have the authority to award the prevailing Party its reasonable attorneys' fees and costs if the arbitrator determines that such award is appropriate.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered personally to the recipient, (ii) one (1) Business Day after being sent by nationally recognized overnight courier service with tracking capability and signature required, (iii) upon receipt of confirmation of successful transmission if sent by email during normal business hours of the recipient (and if sent after normal business hours, on the next Business Day), or (iv) three (3) Business Days after being deposited in the United States mail, certified or registered, return receipt requested, postage prepaid.

All notices shall be addressed to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice): if to the Seller, to [Seller Notice Address], Attention: [Name/Title], Email: [Seller Notice Email]; and if to the Buyer, to [Buyer Notice Address], Attention: [Name/Title], Email: [Buyer Notice Email].

A Party may change its address for notice purposes by giving written notice of such change to the other Party in accordance with this Section, with such change becoming effective upon receipt of such notice by the other Party.

Copies of all notices shall also be provided to the following, if any, provided that failure to provide such copies shall not affect the validity of the notice: if to the Seller, with a copy to [Seller Counsel]; and if to the Buyer, with a copy to [Buyer Counsel].

Rejection or other refusal to accept, or the inability to deliver because of a changed address of which no notice was given, shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

This Agreement, together with all exhibits, schedules and documents expressly referred to herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect thereto.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by both Parties. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof.

Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement to an Affiliate or to a successor in interest in connection with a merger, consolidation or sale of all or substantially all of its assets, upon written notice to the other Party.

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the severed provision with a valid, legal and enforceable provision that reflects as closely as possible the original intent of the Parties.

This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile, email in portable document format (PDF), or other electronic means shall be as effective as delivery of an originally executed counterpart.

Each Party shall bear its own costs and expenses, including fees and expenses of counsel, accountants and other advisors, incurred in connection with the negotiation, execution and performance of this Agreement, except as otherwise expressly provided herein.

The Parties hereto are independent contractors, and nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the Parties.

Each Party agrees to execute and deliver such further documents and instruments and to take such further actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.