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asset purchase agreement template
the owner owns 100% of the outstanding equity of the seller and has agreed to join in this agreement for the purpose of making certain representations and agreements. this agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws principles) of the state of missouri. the captions in this agreement are included for convenience of reference only and will be ignored in the construction or interpretation hereof.
the seller is not required to obtain the consent of any party to a contract or any governmental entity in connection with the execution, delivery, or performance by it of this agreement or the consummation of the transactions contemplated in this agreement. the seller has, in respect of the business, filed all tax returns that are required to be filed and has paid all taxes that have become due under the tax returns or under any assessment that has become payable or for which the buyer may otherwise have any transferee liability. 4. the seller and the owner each acknowledges and agrees that its breach of any of the agreements in this schedule 5 would result in irreparable damage and continuing injury to the buyer.
this is a simple asset purchase agreement suitable for the sale of a small business. this asset purchase agreement (the “agreement”), is entered into as of the medications, food, janitorial supplies, office supplies, forms, consumables, if you’re getting ready to buy something owned by another business, get the terms in writing using our sample asset purchase agreement., seller friendly asset purchase agreement, seller friendly asset purchase agreement, free business asset purchase agreement template, asset purchase agreement california, simple asset purchase agreement pdf, simple asset purchase agreement pdf
asset purchase agreement template format
reviewed by rocket lawyer on call attorney trisha newman, esq when you want to buy something owned by another business—whether it’s office supplies, furniture, or even a customer list—use this purchase agreement template to get the terms in writing. an asset purchase agreement is the form to use. this purchase agreement template is a contract for the sale and purchase of assets of a company. use an asset purchase agreement to detail terms such as purchase price, conditions, and escrow terms. in an asset purchase agreement, both buyer and seller agree to the specific terms. other names for this document: asset sale and purchase agreement more than just a template, our step-by-step interview process makes it easy to create an asset purchase agreement.
this asset purchase agreement (this “agreement”) is made as of (for example, with respect to property taxes that are paid in arrears), the party that is asset purchase agreement this agreement effective as of the day of , 20 by and among ( ) this asset purchase agreement template sets out the terms and conditions upon which seller shall effect the sale of asset(s) to buyer., asset purchase agreement checklist, bill of sale asset purchase agreement, asset purchase agreement texas, asset purchase agreement texas, how to draft an asset purchase agreement, seller friendly asset purchase agreement, free business asset purchase agreement template, asset purchase agreement california, simple asset purchase agreement pdf, asset purchase agreement checklist, bill of sale asset purchase agreement, asset purchase agreement texas, how to draft an asset purchase agreement
asset purchase agreement template download
the seller desires to sell, and the buyer desires to purchase, substantially all of the assets of the seller used exclusively in connection with the business, for the consideration and on the terms set forth herein. the closing shall be effective as of 12:01 a.m. on the closing date (the effective time) and all actions scheduled in this agreement for the closing date shall be deemed to occur simultaneously at the effective time. the seller and the buyers agree to file all income tax returns or reports, including irs form 8594, for their respective taxable years in which the closing occurs, to reflect the allocation described in schedule 2.11 and agree not to take any position inconsistent therewith before any governmental authority charged with the collection of any tax or in any other proceeding. (c) there has been withheld or collected from each payment made to each employee at the closing in connection with the transactions contemplated hereby all fica, unemployment, and payroll taxes required by law to be withheld from such employee as of the date hereof. (a) the sellers affiliate, emmis operating company, has made available a seller benefit plan to the employees, and such seller benefit plan will not be terminated by the seller as a result of the consummation of the transactions contemplated hereby. the seller is not a party to or bound by any collective bargaining or any other type of labor or union agreement which covers any employees. (c) the seller has delivered to the bsr buyer a survey or surveys of the real property (individually and collectively, the survey). schedule 3.19(b) contains true, correct and complete lists of (i) each mark and trade name that has been used by the seller exclusively in connection with the business, (ii) each application and registration by the seller with respect to any such marks or trade names, and (iii) the domain names used for any of the web sites (showing in each case the registered or other owner, expiration date and number, if any). seller has used and is currently using the seller software within the scope of any license for the seller software to which seller is a party. except as specifically set forth in this article iii above, the seller does not make any representation or warranty, express or implied, at law or in equity, in respect of the assets, liabilities or operations of the business including, without limitation, with respect to merchantability or fitness for any particular purpose, and any such other representations or warranties are hereby disclaimed.
each party, therefore, shall (consistent with the terms hereof) promptly remit to the other party (in the form received) any and all amounts received by it (regardless of the source thereof) and to which such other party is entitled pursuant to the terms of this agreement. (b) all amounts received by any party after the closing in respect of sales of the seller publications shall, for all purposes, be the property of and belong to the seller and the buyers shall remit any amounts they receive in respect thereof to the seller as provided in clause (a) above. the parties hereto acknowledge and agree that the terms set forth in this section 5.6 shall not create any right in any transferred employee or any other person to any employment with the cs buyer or any of its affiliates or compensation or benefits of any nature or kind whatsoever. notification under section 6.3(a) or section 6.4 shall toll the running of any survival period in this section 6.1, provided that such notification adequately describes the specific representation and warranty to which the indemnification claim relates. (d) the parties hereto hereby consent to the non-exclusive jurisdiction of any court in the jurisdiction in which a proceeding is properly brought against any indemnified party for purposes of any claim that an indemnified party may have under this agreement with respect to such proceeding or the matters alleged therein. regardless of whether or not the transactions contemplated by this agreement are consummated, each party shall bear its own fees and expenses incurred in connection with the transactions contemplated by this agreement. with regard to all dates and time periods set forth or referred to in this agreement, time is of the essence. if any litigation or other proceeding is brought to enforce or interpret the terms of this agreement or any other agreement delivered in connection herewith, the prevailing party shall be entitled to recover all fees, costs and expenses related thereto from the non-prevailing party or parties, including but not limited to reasonable attorneys and accounting fees, costs and expenses. damages shall be determined net of (i) any insurance proceeds to which an indemnified party has received relating to such damages, and (ii) any net tax benefits to which an indemnified party is or may be entitled as a result of such damages. (a) such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day operations of such person; and (b) such action is not required to be authorized by the board of directors of such person (or by any person or group of persons exercising similar authority) or by its members or other owners, unless such authorization is obtained. sellers accounts receivable means, (i) all trade accounts receivable and other rights to payment from subscribers of sellers publications and the benefit of security for such accounts or rights to payment (if any), (ii) all trade accounts receivable and other rights to payment from advertisers of or in the seller publications and the benefit of security for such accounts or rights to payment (if any), (iii) all trade accounts receivable and other rights to payment from newsstand sales of the seller publications and the benefit of security for such accounts or rights to payment (if any), and (iv) all other accounts or notes receivable of any person owed to seller that relate exclusively to the business and the benefit of security for such accounts or notes (if any).