Asset Purchase Agreement :: Agreements Assets Purchases Essays

As set apart Purchase AgreementThis Agreement entered into this the _____ daylight of ______________, 20___ by and among __________, a corporation organized under the laws of the State of ______________ (hereinafter transmiter), ______________ (hereinafter individu solelyy and collectively Selling Shareholder(s)) and ______________, a ___________ corporation (hereinafter purchaser).WHEREAS, trafficker operates a business primarily engaged in the __________________ andWHEREAS, trafficker owns equipment, inventory, shrink rights, and many-sided assets used in connection with the operations of its business andWHEREAS, buyer desires to acquire substantially all of the assets used or useful, or think 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 precondition of mutual covenants contained herein and different good and valuable considera tion the response and sufficiency of which is hereby acknowledged, the parties agree as follows prick 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 any replacements or additions to the equipment, etc. made prior to the gag rule 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, further excluding inventory disposed of in the ordinary course of Sellers business.1.1.3Sellers goodwill.1.2NO ASSUMPTION OF LIABILITIES.Buyer shall not be accountable for any untenanted orders from customers of Seller nor shall Buyer assume responsibility of payment for other obligations of Seller, including but not limited to, Seller s obligations under any lease, contract or account.alternative cooking 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 equipment casualty FOR ASSETSThe purchase price 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 transfer 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 get down credit for any balance remaining on the vehicle tags of Seller.