Asset Purchase Agreement :: Agreements Assets Purchases Essays

Asset Purchase AgreementThis Agreement entered into this the _____ day of ______________, 20___ by and among __________, a corporation organized under the laws of the pronounce of ______________ (hereinafter Seller), ______________ (hereinafter individually and collectively Selling Shareholder(s)) and ______________, a ___________ corporation (hereinafter vendee).WHEREAS, Seller operates a business primarily engaged in the __________________ andWHEREAS, Seller owns equipment, inventory, induce rights, and miscellaneous assets used in connection with the operations of its business andWHEREAS, Buyer desires to acquire substantially all of the assets used or useful, or intended to be used in the operation of Sellers business and Seller desires to sell such assets to Buyer andWHEREAS, the Selling Shareholder(s) are the sole shareholder(s) of Seller.NOW, THEREFORE, in consideration of mutual covenants contained herein and opposite good and valuable consideration the receipt and suffic iency of which is hereby acknowledged, the parties agree as followsSECTION 1.ASSETS PURCHASED LIABILITIES ASSUMED 1.1 ASSETS PURCHASED.Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets (Assets) 1.1.1All equipment, rolling stock, and tools miscellaneous inventory listed on Exhibit A, together with whatsoever replacements or additions to the equipment, etc. make prior to the closing date. 1.1.2All inventories and supplies owned by Seller together with any replacements or additions to the inventories made prior to the closing date, but excluding inventory disposed of in the ordinary course of Sellers business.1.1.3Sellers goodwill.1.2NO ASSUMPTION OF LIABILITIES.Buyer shall not be responsible for any unfilled orders from customers of Seller nor shall Buyer assume responsibility of payment for other obligations of Seller, including but not limited to, Sellers obligations under any lease, contract or account.alternative preparedness Buyer assumes all disclosed liabilities of Seller except the followinga.SECTION 2.EXCLUDED ASSETS Excluded from this sale and purchase are Sellers accounts receivable, cash, notes receivable, prepaid accounts and land and any and all other assets except those listed on Exhibit A.alternate provision Buyer is acquiring all assets of the Seller excepta. SECTION 3.PURCHASE PRICE FOR ASSETSThe purchase impairment for the assets shall be $00,000.00, allocated as follows1.Equipment, contracts, rolling stock, inventory and other personal property $00,000.002.Goodwill $ 0,000.00TOTAL$00,000.00Buyer shall be responsible for all sales and hit taxes associated with the contemplated transaction provided, however, Seller agrees to execute or provide whatever documents are necessary for Buyer to have transferred to it and receive credit for any balance rest on the vehicle tags of Seller.