TA 15225 Hosting Subscriber Account Purchase Agreement For Cash Price Computed On Account Total
This form is a purchase agreement whereby one hosting company sells a pool of its subscriber accounts to another website hosting concern. The agreement contemplates a cash sale using an escrow set up with a financial institution.
The form contains a post-closing mechanism to adjust the purchase price based upon the number of accounts actually transferred, and the rate of cancellations by subscribers among the transferred accounts.
Within seven days after the closing, the seller is to provide to the buyer a copy of all third-party-verification recordings (“TPV Recordings”) for each of the purchased subscribers. If such TPV recordings are not available for certain subscribers, the portion of the purchase price allocable to them will be refunded to the buyer pursuant to the price adjustment language of the purchase agreement.
The agreement contains a fairly extensive list of seller and buyer warranties and representations in connection with the sale. Only liabilities associated with the website or transferred accounts are assumed by the buyer.
Number of Single Spaced Pages: 25
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