# Divestitive Fact Agreement
**This Divestitive Fact Agreement ("Agreement") is made and entered into as of [Date] by and between:**
**[Party A Name]**
Address: [Party A Address]
Email: [Party A Email]
**and**
**[Party B Name]**
Address: [Party B Address]
Email: [Party B Email]
**(Collectively referred to as the "Parties").**
## Recitals
WHEREAS, Party A is the legal owner of certain assets, rights, and interests as detailed below;
WHEREAS, Party B desires to acquire said assets, rights, and interests;
WHEREAS, the Parties wish to formalize the terms and conditions under which the divestiture of said assets, rights, and interests will occur.
## 1. Definitions
1.1 **“Assets”** shall refer to [describe the assets, rights, or interests being divested].
1.2 **“Divestiture Date”** shall mean the effective date of the transfer of ownership of the Assets, which shall be [insert date].
## 2. Divestiture
2.1 **Transfer of Assets:**
Upon the execution of this Agreement and subject to the terms and conditions herein, Party A agrees to transfer, convey, and deliver to Party B all rights, title, and interest in and to the Assets.
2.2 **Consideration:**
In exchange for the Assets, Party B agrees to pay Party A the sum of [insert amount] (the "Purchase Price").
## 3. Representations and Warranties
3.1 **Party A Representations:**
Party A represents and warrants that:
- They are the lawful owner of the Assets and have the authority to transfer them.
- There are no pending or threatened legal actions concerning the Assets.
3.2 **Party B Representations:**
Party B represents and warrants that they have the necessary funds available to pay the Purchase Price.
## 4. Closing
4.1 **Closing Conditions:**
The closing of the transaction contemplated by this Agreement (the "Closing") shall take place at [insert location] on the Divestiture Date.
4.2 **Deliverables at Closing:**
At the Closing, Party A shall deliver to Party B:
- A duly executed bill of sale for the Assets.
- Any other documentation necessary for the conveyance of the Assets.
## 5. Indemnification
5.1 **Indemnification by Party A:**
Party A agrees to indemnify and hold harmless Party B from any claims, liabilities, or damages related to the Assets arising out of events occurring prior to the Divestiture Date.
5.2 **Indemnification by Party B:**
Party B agrees to indemnify and hold harmless Party A from any claims, liabilities, or damages arising out of the use or management of the Assets after the Divestiture Date.
## 6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [insert state or jurisdiction].
## 7. Entire Agreement
This Agreement represents the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.
## 8. Amendments
No modification or amendment to this Agreement shall be effective unless in writing and signed by both Parties.
## 9. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
## IN WITNESS WHEREOF, the Parties hereto have executed this Divestitive Fact Agreement as of the date first above written.
**[Party A Name]**
Signature: ________________________
Name: [Print Name]
Title: [Print Title]
Date: ____________________________
**[Party B Name]**
Signature: ________________________
Name: [Print Name]
Title: [Print Title]
Date: ____________________________
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**Note:** This document is a sample template and should be reviewed or modified by a legal professional as necessary to reflect the specific terms and conditions applicable to the transaction.