Asset Purchase Agreements are used by a party or company who is selling assets to another. This agreement details which assets will be purchased and assures the purchaser that the assets are lien-free. It also sets out how the assets will be delivered and how much the purchaser is paying.
Asset Purchase Agreement
This Asset Purchase Agreement (the "Agreement") is made and effective on ____ (Date), by and between ("Seller")__________________________ (Name & Address) and ("Buyer") ___________________________________________.
Seller operates a business ("Business") under the name: ________________________.
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain assets of Seller used in the Business, subject to the terms of this Agreement.
Therefore the parties agree as follows:
1. Transfer of Assets. At the Closing, subject to the terms of this Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all liens, encumbrances, claims, charges, equities or imperfections of any nature, all contract rights, customer lists, leases, furniture, fixtures, equipment, trademarks, trade names, intellectual property, goodwill, materials, supplies, telephone numbers, business records, and other assets and properties owned or leased by Seller and used or useful in the Business and related operations.
2. Transfer and Conveyance Documents. Seller agrees to deliver to Buyer at the Closing such certificates, bills of sale, documents of title and other instruments of conveyance and transfer, in form and content satisfactory to Buyer, as shall be effective to vest in Buyer good and marketable title in and to any property to be sold, assigned, transferred, conveyed and delivered hereunder in this Agreement.
3. Payment. Buyer shall pay Seller at the Closing the purchase price of $_______________ in full payment for everything purchased from Buyer as described in this document.
4. Allocation of Purchase Price. The purchase price for the assets and properties referred herein below shall be allocated as follows:
6. Closing. The payment of amounts due, delivery of documents and completion of other items related to the transfer of the Business and the assets purchased by Buyer ("Closing") shall be held on _________ (Date) at_____________(Time) at ____________________ (Location).
IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as of the date first written above.