CONSIDERING that the buyer wishes to acquire essentially all the assets of the seller`s business, with the exception of the immovable property and ancillary land on which the seller currently operates, under the conditions set out below and which the seller wishes to sell; and an asset purchase is the act of a buyer who buys all or part of the assets of a business. Depending on the asset, depending on the assets sold, the seller may be required to pay normal income tax or capital gains. Article „XI. Seller`s Statements“ to „IV. Access to Information“ does not require any additional information and will provide statements that (generally) apply to the majority of potential asset sales. It is strongly recommended that both parties read these tunes, as each party is required to comply with all the conditions set out in this document at the time of signing. It would not be desirable to change the wording of these sections unless these changes are overseen by a qualified professional such as a lawyer or legal broker. Collect the details that describe the purchase made, and then open the file you downloaded from this page. The first point of this agreement, Article `I.
The Parties“ open this document with a declaration fixing the date annexed to the Agreement. Date this agreement by entering the two-digit month and day of the month, and then the double-digit year of this agreement via the two blank lines that follow the words „. Made This“ and before the term „. Between the following parts. In general, this is the date on which the contract is concluded with information or signed for performance. 2. The buyer represents and warrants that it has inspected the assets and accepts these assets in their current condition with all defects. Seller hereby represents and warrants that it is the owner of the Assets, subject to the liabilities assumed herein, but expressly disclaims any warranty as to the condition or suitability of such assets. (f) Seller is a duly organized company governed by the laws of the State of Georgia.
The performance and delivery of this Agreement by the persons performing and delivering this Agreement has been duly approved by Seller`s Board of Directors and does not violate any provision of Seller`s statutes, laws or contracts, or other agreements to which Seller is a party or which are binding on Seller or purport to be binding on Seller. Once this agreement is concluded with the requested material, the seller must read all the terms and conditions. If it has decided to consent to the sale of the assets in question to the buyer, it is time for the seller to put this decision on paper. The seller must find the „Seller“ section, which immediately refers to the final article „XXII. Entire Agreement“, then sign the blank line attached to the „Seller`s Signature“ label. The blank line next to this signature should be marked with the current calendar date once the seller has completed their signature. Only the seller must indicate the date of signature requested with his signature. If Seller is a company (i.e., a company), an elected representative of that company may enter into this Agreement on its behalf by signing its name in the „Seller`s Signature“ line and indicating the „Date“ signature in the adjacent line. After delivery of the two items mentioned above, the seller must print his name.
The Print Name row that appears below the Seller`s Signature row accepts this entry. This is a standard asset purchase agreement that can be used to facilitate the sale of an asset between a buyer and a seller. You can download this purchase agreement for free, but you should consult a lawyer. As mentioned above, it is necessary to assess the extent to which the assets to be acquired can be acquired. In „VI. Inspection“, one of the two statements must be selected to explain whether or not the assets in question should be inspected. If so, check the „Must be“ box and document the number of days the buyer is given after the inspection to see their results in the blank line between the language.“ A period of“ and the words „Days to revise…“ If the seller and buyer have agreed that an inspection of the assets for sale is not necessary or does not apply, check the „Cannot“ box. (h) Except for leased equipment listed in Schedule „B“ and except for liens or charges that secure payment of an obligation expressly assumed by Buyer hereunder, Seller shall have good and marketable ownership of all assets, free and free of mortgage liens, liens, security interests, charges or other fees or restrictions. (a) All improvements, furniture, furniture, tools, machinery, computers, software, assets, equipment, inventory, supplies, documentation, business records, records, maintenance records, telephones, claims, insurance claims, causes of action and all other personal effects of Seller, wherever located, including, but not limited to, the assets listed in Exhibit A and incorporated herein by reference become. (y) Nothing in this document shall be construed as an agreement by Buyer to accept any contract to which Seller is a party or to hire any person currently employed by Seller in connection with the operation of the Assets. The property for sale should be defined before discussing the details of this sale.
The second point is entitled „II. Tangible capital assets“ and displays two checkbox items. One of them must be selected as a description of the asset to be sold. However, if the buyer purchases intangible assets (i.B s a list of copyrights or marketing), they do not buy physical goods such as machinery, and then place a checkmark or check mark in the first checkbox (titled „No physical assets“). If the asset you want to sell is physical property, select the Tangible capital assets check box. The „II. The „Tangible Capital Assets“ section contains several empty lines under the headings „Description of tangible capital assets“ and „Prices ($)“. This area only needs a report if the item „Tangible capital assets“ is selected. If this is the case, the physical property acquired under this Agreement must be named under the heading „Description of tangible assets“ and its value must be indicated under „Price ($)“. Unfortunately, one or both parties may have problems with the other party regarding this asset sale. Such a disagreement can, however, be costly for both buyer and seller in the context of the „XVII Mediation and Arbitration“.
Use the first two blank lines in this section to identify the county and state where a mediator is located to resolve such a dispute. In cases where mediation may not work, the option of arbitration (if both parties agree to a third party`s judgment on a situation) should be presented by placing the county and state where arbitration should be requested on the last two empty lines of „XVII Mediation and Arbitration.“ (p) The Seller must have fully fulfilled and complied with all obligations, conditions and agreements to be fulfilled and complied with by the Seller by the closing date at the latest. An asset purchase agreement, or „APA,“ allows a business to sell its tangible or intangible assets. Examples of a company`s assets include machinery, equipment, customer lists, trademarks, patents, and other valuable assets. This Agreement applies only to the purchase of assets referred to in the Agreement and does not cover the Company`s liabilities. However, after the FTC blocked the sale, the parties moved to an asset purchase agreement so walgreens could purchase a portion of Rite Aid`s business. In June 2017, Walgreens agreed to purchase 2,186 of Rite Aid`s 4,650 stores for $5.175 billion. Buyer is a [Description of Entity Type: e.B Limited Liability Company] that is properly organized, validly exists and is in good standing under the laws of the State [State] and has all necessary powers and powers to own, lease and operate all of its real estate and assets and to continue its activities as they are currently conducted, to conclude this Agreement and to fulfil its obligations. (q) On the Closing Date, no action or proceeding against Seller shall be pending or threatened in any court or governmental authority if any adverse judgment, decree or order would prevent the performance of this Agreement or any of the transactions or events provided for in this Agreement or result in the cancellation of such transactions that would require Seller to: dispose of its assets or property, which, in the opinion of the buyer`s legal counsel, would render unwise the transactions contemplated in this document.
Although Seller wishes to sell, assign, transfer and transfer to Buyer and Buyer wishes to buy, acquire and accept from Seller, [Describe Asset] (the „Asset“) in accordance with the terms of this Agreement. ̈ Therefore, taking into account the mutual assurances, guarantees, obligations and agreements contained herein, the parties agree that: Since the approval of third parties may be a decisive factor in the progress of this sale of assets, section „IX. . . .