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# DIVESTITURE AGREEMENT
This Divestiture Agreement (“Agreement”) is made and entered into as of [Effective Date], by and between:
**SELLER**:
[Full Legal Name of Seller]
[Address]
[City, State, Zip Code]
[Email Address]
**BUYER**:
[Full Legal Name of Buyer]
[Address]
[City, State, Zip Code]
[Email Address]
**RECITALS**
WHEREAS, Seller owns [Description of Assets being sold, e.g., shares, equipment, intellectual property, business unit, etc.] (the “Assets”);
WHEREAS, Buyer desires to purchase the Assets from Seller, and Seller desires to sell the Assets to Buyer, under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:
## 1. SALE AND TRANSFER OF ASSETS
1.1 **Agreement to Sell**
Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, the Assets, on the terms and conditions set forth in this Agreement.
1.2 **Purchase Price**
The total purchase price for the Assets shall be [Purchase Price] (the “Purchase Price”), payable as follows:
- [Payment terms, e.g., cash, installments, escrow arrangements, etc.]
## 2. CLOSING
2.1 **Closing Date**
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on [Closing Date] or such other date as the parties may mutually agree.
2.2 **Closing Deliverables**
At the Closing, Seller shall deliver to Buyer:
- A bill of sale, transferring the Assets to Buyer,
- Any required documents or instruments necessary to convey the Assets,
- [Any additional documents e.g., contracts, warranties, etc.]
Buyer shall deliver to Seller:
- The Purchase Price, as outlined in Section 1.2,
- [Any additional documents required for the transaction.]
## 3. REPRESENTATIONS AND WARRANTIES
3.1 **Seller’s Representations and Warranties**
Seller represents and warrants to Buyer that:
- Seller has good and marketable title to the Assets;
- The Assets are free and clear of any liens, claims, or encumbrances;
- Seller has the full authority to enter into this Agreement and perform its obligations hereunder.
3.2 **Buyer’s Representations and Warranties**
Buyer represents and warrants to Seller that:
- Buyer has the financial capacity to pay the Purchase Price;
- Buyer has the full authority to enter into this Agreement and perform its obligations hereunder.
## 4. INDEMNIFICATION
4.1 **Indemnification by Seller**
Seller agrees to indemnify and hold harmless Buyer from any and all losses, claims, damages, or expenses resulting from any breach of Seller’s representations and warranties set forth in this Agreement.
4.2 **Indemnification by Buyer**
Buyer agrees to indemnify and hold harmless Seller from any and all losses, claims, damages, or expenses resulting from any breach of Buyer’s representations and warranties set forth in this Agreement.
## 5. MISCELLANEOUS
5.1 **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
5.2 **Amendment**
This Agreement may be amended only by a written agreement signed by both parties.
5.3 **Entire Agreement**
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
5.4 **Severability**
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
## IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
**SELLER:**
_____________________________
[Name of Authorized Signer]
[Title]
**BUYER:**
_____________________________
[Name of Authorized Signer]
[Title]
**Date:** [Date]
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