ASSET PURCHASE AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Seller Name], of [Seller Address] ("Seller")
AND
[Buyer Name], of [Buyer Address] ("Buyer").
RECITALS
WHEREAS, Seller owns certain assets described herein and wishes to sell such assets to Buyer;
AND WHEREAS, Buyer desires to purchase the assets from Seller on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 Assets: The assets to be sold under this Agreement are described in Schedule A attached hereto and may include, but are not limited to, equipment, inventory, intellectual property, contracts, and other tangible and intangible assets (the "Assets").
1.2 Excluded Assets: The assets not included in this sale are described in Schedule B attached hereto (the "Excluded Assets").
2. SALE AND TRANSFER OF ASSETS
2.1 Transfer of Assets: On the Closing Date (defined below), Seller shall sell, assign, transfer, and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Assets, free and clear of all liens and encumbrances except as disclosed in Schedule C.
2.2 Excluded Assets: Seller shall retain all right, title, and interest in and to the Excluded Assets.
3. PURCHASE PRICE AND PAYMENT
3.1 Purchase Price: The total purchase price for the Assets shall be [Purchase Price] ([Currency]).
3.2 Payment Terms: The Purchase Price shall be paid as follows:
- [Deposit Amount] as a deposit upon execution of this Agreement; and
- The balance of [Balance Amount] on the Closing Date by [wire transfer/cashier’s check/other method].
3.3 Allocation of Purchase Price: The parties agree to allocate the Purchase Price among the Assets as set forth in Schedule D.
4. ASSUMPTION OF LIABILITIES
4.1 Assumed Liabilities: Buyer shall assume only those liabilities expressly listed in Schedule E.
4.2 Excluded Liabilities: Buyer shall not assume any other liabilities or obligations of Seller, whether known or unknown, fixed or contingent.
5. CLOSING
5.1 Closing Date: The closing of the transactions contemplated by this Agreement ("Closing") shall take place on [Closing Date], or on such other date as the parties may mutually agree in writing.
5.2 Deliveries at Closing: At Closing:
- Seller shall deliver to Buyer all instruments of transfer, assignments, and other documents necessary to transfer the Assets.
- Buyer shall deliver the balance of the Purchase Price and execute any necessary documents.
6. REPRESENTATIONS AND WARRANTIES
6.1 Seller’s Representations: Seller represents and warrants that:
- Seller has good and marketable title to the Assets, free and clear of all liens except as disclosed.
- Seller has full authority to enter into and perform this Agreement.
- The execution and performance of this Agreement does not violate any other agreement or law.
6.2 Buyer’s Representations: Buyer represents and warrants that:
- Buyer has full authority to enter into and perform this Agreement.
- The execution and performance of this Agreement does not violate any other agreement or law.
7. COVENANTS
7.1 Further Assurances: Each party shall execute and deliver such further documents and do such further acts as may be reasonably necessary to give effect to this Agreement.
8. CONDITIONS PRECEDENT
8.1 The obligations of each party to complete the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions on or before the Closing Date:
- All necessary consents and approvals have been obtained.
- All representations and warranties remain true and correct.
9. CONFIDENTIALITY
9.1 The parties agree to keep the terms of this Agreement and any confidential information regarding the Assets confidential, except as required by law or with the prior written consent of the other party.
10. NOTICES
10.1 Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, sent by registered mail, or emailed to the addresses set forth above (or such other address as may be notified in writing).
11. MISCELLANEOUS
11.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
11.2 Amendments: Any amendment to this Agreement must be in writing and signed by both parties.
11.3 Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
11.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
11.5 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be resolved by [mediation/arbitration/court jurisdiction] in [Location].
12. TERMINATION
12.1 This Agreement may be terminated by mutual written consent of both parties or by either party if the Closing has not occurred by [Long Stop Date].
12.2 Upon termination, neither party shall have any further obligation except for obligations that expressly survive termination.
13. COUNTERPARTS
13.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
14. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as of the date first written above.
SELLER:
Name: ___________________________
Title: __________________________
Signature: ______________________
Date: ___________________________
BUYER:
Name: ___________________________
Title: __________________________
Signature: ______________________
Date: ___________________________
Schedule A – Description of Assets
[Insert detailed list of assets being sold]
Schedule B – Excluded Assets
[Insert detailed list of assets not included in the sale]
Schedule C – Liens and Encumbrances
[Insert details of any liens or encumbrances]
Schedule D – Allocation of Purchase Price
[Insert allocation among assets]
Schedule E – Assumed Liabilities
[Insert list of liabilities Buyer will assume]
