The Seller and Buyer shall agree where necessary to execute and deliver the documents, information, instruments and evidence reasonably required to carry out the intent and purpose of this Agreement. Sell your business on ExitAdviser, a full-stack solution to prepare, appraise, and advertise a small business for sale. There are many ways to create this document, including the most popular method, which is using the best templates. This Agreement allocates the Purchase Price of the Assets into the following category of Assets (delete as appropriate): a. There are no excluded assets. The details regarding the payments should include how the purchaser will pay the amount and the other fees associated with purchasing the assets. The "goods" may be property, vehicles, or business assets. The "Assets" to be included in this Agreement include all assets of the Seller. Agreement of Purchase and Sale of Business Assets Page 4 of 5 6. What if the sale transaction covers only the assets of the business, such as the customer list, real estate, equipment and machinery, and goodwill, but not the whole business entity through the sale of the stock? Some require a bill of sale while others don’t. The buyer may choose which assets he wishes to buy and which liabilities he does not wish to have. An Asset Purchase Agreement Form or an APA is a contract for the purchaser and the owner of the assets. Sale and Assignment of Assets and Properties. If you're a sole proprietor, you can only sell assets because there is no business entity or shares to sell. The seller and the owner acknowledge and accept that violating one of the agreements in Schedule 5 would result in irreparable damage and persistent injury to the buyer. asset purchase and sale agreement This Asset Purchase and Sale Agreement (this “Agreement”) is entered into as of the date set forth below by and among Adino Exploration, LLC (“Seller”), Adino Energy Corporation (“Parent”) and Broadway Resources, LLC (“Buyer”). ASSET PURCHASE AND SALE AGREEMENT THIS AGREEMENT, made and entered into as of the 4th day of November, 2002, by and between Parlux Fragrances Inc., a Delaware corporation, having a principal place of business at 3725 SW 30th Avenue, Ft. Lauderdale, Florida 33312 (hereinafter "Seller") and Genesis International Marketing Corporation, a Florida corporation, having a place of business at … WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. On the terms and subject to the conditions set forth herein, at If the Seller breaches or threatens to breach this section, Buyer and/or Business will be entitled to a preliminary restraining order and injunction preventing the Seller from violating its provisions. By sophia | Published: December 4, 2020. Make your Asset purchase agreement Get started Answer a few questions. A Purchase of Business Agreement is a binding contract with rights and obligations for each party. The Assets consist of the following: "Closing" means the completion of the purchase and sale of the Assets as described in this Agreement by the payment of agreed consideration, and the transfer of title to the Assets. Representations Of The Seller. This instrument, also known as the Agreement, is executed on the date shown in Section 1 above by the signatures of the Seller and Buyer, in the presence of a Witness ___________ (state name of Witness), Seller’s signature: _________________ Date: ___________, Buyer’s signature: _________________ Date: ____________, Broker’s signature: ________________ Date:_____________, Video: Business Related Asset Sales Explained | lawinfo, Download Sale of Business Assets Agreement for $12, Or download the full collection (30+ documents) for $59. Some companies allow business minded individuals to purchase a company asset. An Agreement Form is used when transacting any type of purchase that involves a large amount of payment and rights of a business. An Asset purchase agreement (or Business purchase agreement), or 'APA' is an agreement setting out the terms and conditions relating to the sale and purchase of assets in a company. The bill of sale comes after the sale finally closes, confirming that ownership of the assets has passed from seller to buyer in return for payment. d. Leasehold: $_________ covering the interest owned in the place where the Business is conducted (the "Premises"), which is assignable to the Buyer through a valid lease transfer (refer to Schedule C attached showing lease documentation and conditions of lease transfer). The Purchaser hereby assumes, and agrees to cause to be timely discharged, duly paid and... 3. NOW, THEREFORE, for good and valuable consideration to Seller, receipt of which is hereby acknowledged, and pursuant to the Asset Purchase Agreement, Seller, intending to be legally bound hereby, hereby agrees as follows: 1. If you are purchasing a specified long-term asset, such as a land area, you may also consider using a Land Purchase Agreement Form in transacting with the company. A Letter of Intent is NOT binding on either party and is only an expression of an intent to continue negotiations in good faith. (optional) provide _____ days of consultancy time following the sale as part of the Purchase Price to facilitate a smooth transition of the business to the new ownership. This form will contain the land’s dimension and characteristics. Further days consultancy shall be chargeable at $____ per day, c. (optional) remain within the business for a period of ____ months following completion of the sale (clearly state here the conditions, whether full or part time, the specific role, and payment terms). 7.11 License Agreement.40 7.12 Bill of Sale, Assignment and Assumption Agreement.40 ... ASSET PURCHASE AGREEMENT This Asset Purchase Agreem ent is ente red into as of April 30, 2001 by and am ong STEINER ... PURCHASE AND SALE OF ASSETS 1.1 Purchase and Sale. Subject to adjustment in accordance with the provisions of this Agreement, the purchase price for the Assets ("Purchase Price") shall be Eighty Six Million Dollars ($86,000,000). c. Promissory Note: $____________ paid by the Buyer to the Seller bearing interest at _______% per annum. The Assets consist of the following: "Closing" means the completion of the purchase and sale of the Assets as described in this Agreement by the payment of agreed consideration, and the transfer of title to the Assets. A sales purchase agreement is a contract to make a sale, spelling out price, quality, quantity, any warranties on the goods and any other necessary terms. c. Intangible Assets: $__________ covering all the trade, goodwill and other Intangible Assets (refer to Schedule B attached). The Seller owns assets of _____________ (enter Business name), which is a going concern undertaking the business of _________________________________________ (brief description of main business activities). The Seller may not directly or indirectly, engage, own, manage, control, operate, participate in, or be connected with the ownership, management, or control of a business substantially similar to the type of business conducted by the Business, within the ______________ geographic area for ___ years from the date of signature on this Agreement. Function of a Bill of Sale Whereas a sales contract is used prior to the exchange of goods, a bill of sale is used during or after the exchange of goods to transfer ownership of the goods from the seller to … Why You Need an Asset Purchase Agreement ASSET PURCHASE AGREEMENT Dated as of _____, 2015 by and among Renault Winery, Inc., Tuscany House LLC, Renault Golf, LLC, Renault Winery Properties, LLC, and Renault Realty Co., LLC AS SELLERS AND _____ AS PURCHASER EXHIBITS: Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Bill of Sale Leave your email address if you wish us to follow up. 4. This way, the purchaser will have some of the company’s liabilities and resources. View the full collection of required forms and templates for selling a business. Sale and Assignment. This Sale of Business Assets Agreement (the "Agreement") is made and entered into on this day, _____________ 20XX (the "Date of Execution"). b. The Seller has engaged the services of a professional Broker with the amount of $__________ payable to ____________ (name of Broker) by the Seller on condition that the terms in the Business Sale Agreement are satisfied and all the relevant documents are signed by the Buyer and Seller. An Asset Purchase Agreement Form or an APA is a contract for the purchaser and the owner of the assets. Although assets are considered as groups of properties, it is not required for the purchaser to buy every single asset of the company. a. take the necessary actions to ensure "business as usual" following the sale and prior to the formal handover of Assets to the Buyer, b. Liability, Warranties, and "As Is" in a Sales Agreement. Cash deposit: $___________ paid in cash as a deposit upon execution of this Agreement (state agreed payment method e.g. The conditional bill of sale allows the seller to acquire control of some form of collateral and retain the asset until such time as the buyer fully renders the agreed upon payment for the purchased item. Completion of the sale with payment by the Buyer of the balance of the cash down payment as detailed in Section 4 above and the delivery of the Bill of Sale by the Seller shall take place on or before ___________, 20XX. This also covers the information about the property to be sold to the purchaser. The statements on the agreement form should be concise and straight-forward. The Promissory Note shall be secured on the Assets of the Business as detailed in Schedules A, B and C, as well as any further Assets purchased for the Business during the period when the Promissory Note is effective. Form Purchase Agreement And Bill Of Sale 03/28/2012 3 Section 6. All contracts, agreements, commitments, instruments, and leases relating to the Purchased Assets and Business, to which Seller is a party or by which Seller is bound, which Purchaser has expressly agreed to assume in its sole and absolute discretion and listed and described on The purchaser has all the right to choose which type of asset will benefit his finances and investments. A Purchase Agreement is a contract where a seller promises to sell something that a purchaser promises to buy.. A Purchase Agreement can be used to sell goods, assets, equipment, services, etc.. A Bill of Sale is often used with a Purchase Agreement to conclude the sale and transfer the title to the purchaser.. The following assets are excluded from the purchase and sale, and Seller will retain title to such assets: (a) All accounts receivable. Assumption of Liabilities. The Buyer shall have the option of repaying part or all of the balance on the Promissory Note at any time without incurring an additional charge. The Assets in this sale (listed in the Schedules, attached) shall be conveyed through a standard Bill of Sale executed by the Seller. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. The shareholders should be part of the contract since they also contributed to the company’s success. As for purchasing assets, an Asset Purchase Agreement Form will outline the company’s terms and conditions regarding the limitations of the purchaser to use the assets. A Stock Sale or a Business Purchase, meanwhile, is the buying of the owner’s share of a corporation. A purchase or sale agreement is used to negotiate future sales or purchases. The Seller hereby confirms that this Agreement is contingent on the following conditions being met (insert others as necessary): a. Before signing the purchase agreement form, make sure that these two are clearly stated on the document: The Recitals for the Agreement. This includes waivers to any of the terms or conditions detailed in this Agreement; e. the terms and conditions in this Agreement shall apply to and be binding on the heirs, successors, survivors and assigned personal representatives of the Seller and Buyer; f. the Seller is permitted to assign their rights under this Agreement to a third party, but the Buyer must first receive written consent from the Seller if they wish to do the same; g. should any condition or term in this Agreement become invalidated by public policy, this will not affect the validity and execution of the remainder of the Agreement; h. legal action and the subsequent apportionment of Attorney costs, for example to interpret or reinforce any of the terms of this Agreement, is to be avoided, with mediation by __________, the nominated Mediator, the preferred option instigated by a written request by either the Seller or the Buyer. The company who sells the asset must have an accurate description of the asset in the form. Cash sum: $_____________ additional cash sum payable once the Buyer and Seller have signed all relevant documents (again, state agreed payment method). This type of document may be used in the initial stages of negotiations for securing business assets and terms, but it is merely a draft or promise … Typically, a bill of sale will contain the seller’s name and address, the purchaser’s name and address, type of goods that are being sold (e.g. The Buyer and the Seller (and business sale "Broker" if applicable) are hereby referred to as the "Parties" (or in the singular, "Party") to this Agreement. A Purchase Agreement, sometimes called a Sales Contract or Purchase Contract, defines the terms of a transaction for the sale or purchase of goods. 1. Two of the main purposes of having an Asset Purchase Agreement Form is to define and control the behavior of the involved parties. Nothing in this Agreement prohibits the Business from pursuing any other available remedies for a breach or threatened breach, including the recovery of damages from the Seller. A purchase agreement is signed and agreed upon before the exchange of money and goods; contains all the about the seller, buyer and the property for sale. Sale of Assets. If the Buyer fails to fulfill his obligations in this Agreement the cash deposit will be retained by the Seller as damages. ), the current location of the property to be sold, the price that the parties agreed to, the specifics of the property, and a place for each party to the agreement to sign. The Assets. Although assets are considered as groups of properties, it is not required for the purchaser to buy every single asset of the company. NB: The collection of legal documents provided by ExitAdviser are written by lawyers. Subject to the terms, conditions and limitations set forth in the Asset Purchase Agreement, Seller, as of the Closing Date, for valuable consideration, the receipt of which is hereby acknowledged, hereby sells, assigns, grants and conveys all of Seller’s right, title and interest in and to all of the Purchased Assets, excluding the Excluded Assets, to Purchaser, its successors and assigns, … We'll take care of the rest The company’s assets should be categorized into groups: tangible and intangible assets. The Broker is a co-signatory to this Agreement. The payment terms for this Agreement shall be (amend as appropriate): a. In addition to the main body of the Agreement, Schedule D details additional written and oral understandings, warranties, representations and agreements, which shall survive closure of the sale: a. Assets are important properties of a company which will have a high market value when it is sold. While a bill of purchase is signed during the actual exchange or after the successful exchange of money and property and acts as … If you're the seller, you'll want to have a solid record of the transaction, including its terms and conditions, clearly laid out in a legal contract. This will state the company’s details including the types of services and products they are contributing to the market. The Buyer shall pay, and the Seller shall accept the sum of: $_________ as total consideration (to be referred to in the Agreement as the "Purchase Price") for the Assets of the Business, including its tangible and intangible Assets (as detailed in Section 3, "Allocation of Assets"). Bill Of Sale For Asset Purchase Agreement. the Asset Purchase Agreement. In the event of a default on the purchase agreement, this … Legal responsibility addresses the products' threat of loss or injury. bank check), to be held by______________. (c) All contracts and agreements… There are no excluded assets. (b) All rights to bill and collect from patients and third-party payors for services rendered before the Closing Date. The agreement can be structured as a sale of the shares of the business or as a sale of the assets of the business. (a) Subject to the terms of the Asset Purchase Agreement, the Seller does hereby sell, transfer,... 2. Get in touch if you need a customized version of a template. An Asset Purchase or an Asset Sale is when individual assets or liabilities are purchased. A Business Bill of Sale is used to execute a sale and transfer of a business. This will be at the Seller and Buyer’s own expense. Although, compared to an APA, this agreement requires the purchaser to pay for the whole real estate property of the owner. The Seller and the Owner each covenants and agrees that neither the Seller nor the Owner will: (1) for a period of... 2. The Seller wishes to sell certain assets of the business to the buyer (the "Assets") as set out in the Agreement and the Buyer wishes to buy the Assets. BILL OF SALE THIS BILL OF SALE (this "Bill of Sale") is entered into on January 21, 2005, by and between NACT Acquisition, Inc., a Delaware corporation (the "Purchaser"), and NACT Telecommunications, Inc., a Delaware corporation ("Seller"). The SELLER represents and warrants to the BUYER that: (a) the ASSETS are free and clear of all LIENS and the SELLER has not received notice of any pending CLAIM; (b) the SELLER has the authority and has performed all acts necessary to sell, transfer and 2.1 Payment of Purchase Price. But most importantly, almost every tangible product on the market must have a sales agreement samples . 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