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rs Asset Purchase Agreement 9 SCHEDULE E Customers Asset Purchase Agreement 10 eement 5 SCHEDULE A Approvals Asset Purchase Agreement 6 SCHEDULE B Commitments Asset Purchase Agreement 7 SCHEDULE C Employees and Contractors Asset Purchase Agreement 8 SCHEDULE D SupplieSS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. SELLER Signature PURCHASER Signature Print Name Print Name Title Title Asset Purchase Agrgreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Asset Purchase Agreement 4 IN WITNEt. 22. Entire Agreement. This Agreement constitutes the entire agreement between Seller and Purchaser, and supersedes any prior understanding or representation of any kind preceding the date of this Arvice, addressed as follows: If to Seller: If to Purchaser: 21. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreemen 20. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery seeemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.ity. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is d8. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 19. Severabil17. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________, without regard to conflicts of law principles. 1f all right, title and interest to the Assets. 16. Assignment. Neither Party may assign their respective rights or obligations under this Agreement without prior written consent from the other Party. of loss shall be borne by the Purchaser thereafter. 15. Further Actions. Seller agrees to execute any further documents and to perform any further actions necessary to perfect Purchaser's ownership o Purchase Agreement 3 14. Risk of Loss or Damage. Seller assumes the risk of any loss of or damage to the Assets from the date of this Agreement through the Closing Date. After the Closing, the riskiod) . c. On Schedule E, Seller shall provide a true, correct and complete list of all customers worth of goods and/or services from Seller that have purchased at least $ during (time period) . Assetees and contractors. b. On Schedule D, Seller shall provide a true, correct and complete list of all suppliers for which Seller has purchased at least $ worth of goods and/or services during (time perre Lists. Seller shall attach to this Agreement the following lists as Schedules C through E: a. On Schedule C, Seller shall provide a true, correct and complete list of all of Seller's current employn such commitment to Purchaser pursuant to the sale of the Assets under this Agreement, nor shall the sale of the Assets create a default under any commitment listed on Schedule B. 13. Seller Disclosu value of more than $ . Seller further warrants that, except where noted on Schedule B, none of the commitments listed on Schedule B requires that any consent be given by any person or entity to assig for those items listed on Schedule B, Seller is not a party to any contract, lease, agreement, or other commitment relating to Seller's business or to per (month/quarter/year) the Assets with a totals arising out of any breach of Seller's warranties set forth in Section 6 above, or of any other representation or warranty contained within this Agreement. 12. Contracts. Seller warrants that, exceptelivery location, times, and other specific terms) . 11. Indemnification. Seller shall indemnify Purchaser and hold harmless Purchaser from any claim, damage, lawsuit, action, complaint, or other cost any unused provisions, and renumber conditions beginning with Subsection (a)): . . . . . . . . 10. Delivery. Purchaser shall take possession of the Assets according to the following terms: (specify ding, the following conditions must be met (Insert any conditions that must be met; be sure to mention which Party is responsible for taking care of Asset Purchase Agreement 2 each condition. Deleteing. The Closing shall take place at , at (date and time) the Parties agree to another location, date and/or time in writing. (the "Closing Date"), unless 9. Conditions to Closing. Prior to the Clos and shall make no sale of assets prior to the completion of the Closing other than those within the ordinary course of business, save for the asset sale pursuant to this Agreement. (location) 8. Closith customers, clients, suppliers, contractors, or other related parties, until the Closing is completed. Seller further promises that it shall continue to operate its business in the ordinary course,ordinances to which it is subject. 7. Seller's Business Activities through Closing. Seller promises and hereby agrees to maintain its current business activities, including all ongoing relationships wnce with the terms and conditions imposed by all such Approvals. All Approvals are listed on Schedule A. f. Seller's business is currently in material compliance with all laws, rules, regulations and rights, registrations, and other approvals (the "Approvals") necessary to operate Seller's business as it is currently operated. All Approvals are current and in full effect, and Seller is in complialy ongoing, pending, or threatened against Seller, nor does Seller have any reason to believe that any such proceeding will be brought or threatened in the future. e. Seller has all permits, licenses, in any dispute with any taxing authority, nor is Seller deficient in any tax payments owed by Seller to any taxing authority. d. There is no litigation, arbitration, or other legal proceeding current. b. Seller has the legal authority and power to sell the Assets to Purchaser, and no consent is required from any other person or entity to authorize the sale of the Assets. c. Seller is not involved, and there are no liens, liabilities or encumbrances attached to or otherwise encumbering the Assets, nor will Seller take any action that will result in the encumbering of any Asset prior to Closing the same condition as set forth in this Section 5. 6. Seller's Representations and Warranties. Seller represents and warrants as follows: a. Seller has clear and marketable title to all of the Assetssets. The Assets are currently in the following condition: Asset Purchase Agreement 1 . Seller warrants that the Assets shall be delivered to Purchaser pursuant to Section 10 below in substantiallyties. 4. Purchase Price. The total amount to be paid for the purchase of the Assets shall be $ (the "Purchase Price"). The Purchase Price shall be paid in full to Seller at Closing. 5. Condition of Asies. The Assumed Liabilities shall consist of: . Purchaser shall not assume, nor shall it be responsible for the payment or discharge of, any liability or debt of Seller other than the Assumed Liabiliowing liabilities, debts, or other of Seller (the "Assumed Liabilities") upon the Closing, and hereby agrees that it shall become responsible for the payment or other discharge of the Assumed Liabiliting: ________________________ . 2. Excluded Assets. The following items (the "Excluded Assets") will not be purchased by Purchaser or sold by Seller: . 3. Liabilities. Purchaser shall assume the foller 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. The Assets shall consist of the followther 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 Purchasser desires to purchase Seller's business, and Seller desires to sell Seller's business to Purchaser; NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and oe., a Delaware corporation)) (the ,a (entity type, if "Purchaser"), and applicable, and state of incorporation/ registration/formation) (the "Seller," and collectively, the "Parties"). WHEREAS, Purchausing it. ASSET PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement) is made as of the day of , 20 , by and ,a (entity type, if applicable, and state between of incorporation/registration/formation, i.itable for particularly complex transactions. No matter what the circumstances of your transaction, you are advised to have a competent corporate attorney review any asset purchase agreement prior to ides for such disclosures and warranties. Simply fill in the blank spaces as necessary, and follow the italicized instructions to complete your agreement. Please note that this agreement may not be sue that the seller's business is in compliance with applicable laws, as well as information about the ongoing operations and relationships necessary to run the business. The sample agreement below provts. In this context, there are number of considerations that ought to be addressed in the agreement that sets forth the terms for such a transaction. For example, the purchaser will want some assuranc transactions involving the sale of a business are structured as sales of equity, (i.e., stock transfers), a business may also be sold by simply selling all or substantially all of the business's asser own agreement. Asset Purchase Agreement ­ Instructions The sample Asset Purchase Agreement below contains terms and conditions appropriate for a sale of a business through an asset sale. While manylly tailored for such transactions, available on our website at www.findlegalforms.com. Included in this kit is a sample Asset Purchase Agreement, as well as some general instructions for drafting youe basic terms and conditions necessary to carry out such a transaction. Note that for simple asset sales not involving the sale of a business, you should use the Asset Purchase Agreement Kit specifica, the sale of a business may take place through the sale of that business's assets to a purchaser, rather than a sale of stock or other transfer. The sample agreement included in this kit addresses thFindLegalForms.com Asset Purchase Agreement - Kit This kit contains tools and guidelines to assist you in drafting an asset purchase agreement to be used in the sale of a business. In some situations