Agreement of Purchase and Sale of Business Assets

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Agreement of Purchase and Sale of Business Assets

Agreement of Purchase and Sale of Business Assets

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS

This Agreement of Purchase and Sale of Business Assets ('Agreement') is made and entered into as of this {{day}} day of {{month}}, {{year}}, by and between:

{{Seller_Company_Name}}, a company duly incorporated under the laws of {{Seller_Jurisdiction}}, with its principal place of business at {{Seller_Address}} ('the Seller');

AND

{{Buyer_Company_Name}}, a company duly incorporated under the laws of {{Buyer_Jurisdiction}}, with its principal place of business at {{Buyer_Address}} ('the Buyer').

Collectively referred to as 'the Parties'.

1. DEFINITIONS AND INTERPRETATION

1.1. 'Assets' shall mean all assets of the Seller as described in Schedule A attached hereto.

1.2. 'Business' shall mean the business conducted by the Seller under the name {{Business_Name}}.

1.3. 'Effective Date' shall mean the date of full execution of this Agreement.

1.4. 'Purchase Price' shall mean the total consideration payable by the Buyer to the Seller for the Assets as set out in Clause 3.

1.5. 'Due Diligence Period' shall mean the period commencing on the Effective Date and ending on {{Due_Diligence_End_Date}}.

2. AGREEMENT TO SELL AND PURCHASE

2.1. The Seller hereby agrees to sell, transfer, and deliver to the Buyer, and the Buyer hereby agrees to purchase and accept from the Seller, all of the Assets, free and clear of all liens, encumbrances, and liabilities, on the terms and conditions set forth in this Agreement.

2.2. The sale and purchase shall become effective on the Closing Date.

3. PURCHASE PRICE

3.1. The total purchase price for the Assets shall be an amount of {{Purchase_Price_Amount}} ({{Purchase_Price_Currency}}) ('Purchase Price').

3.2. The Purchase Price shall be payable as follows:

(a) A deposit of {{Deposit_Amount}} ({{Deposit_Currency}}) upon the signing of this Agreement, to be held in an interest-bearing attorney's trust account.

(b) The balance of the Purchase Price, amounting to {{Balance_Amount}} ({{Balance_Currency}}), shall be paid on the Closing Date.

4. CONDITIONS PRECEDENT

4.1. This Agreement is conditional upon:

(a) The Buyer conducting and being satisfied with its due diligence investigation of the Business and Assets, in its sole discretion, by no later than the end of the Due Diligence Period.

(b) The Buyer obtaining all necessary corporate approvals for the acquisition of the Assets by {{Approval_Date}}.

(c) The Seller obtaining all necessary corporate approvals for the disposal of the Assets by {{Approval_Date}}.

4.2. If any of the conditions precedent are not fulfilled or waived by the mutually agreed dates, this Agreement shall lapse and be of no force or effect, and any deposit paid shall be refunded to the Buyer.

5. REPRESENTATIONS AND WARRANTIES

5.1. The Seller represents and warrants to the Buyer that, as of the Effective Date and the Closing Date:

(a) The Seller has full power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) The Assets are free and clear of all encumbrances, charges, and liens.

(c) The Seller owns all right, title, and interest in and to the Assets.

(d) There are no pending or threatened litigations, claims, or proceedings affecting the Assets or the Business.

5.2. The Buyer represents and warrants to the Seller that, as of the Effective Date and the Closing Date, it has full power and authority to enter into this Agreement and to carry out its obligations hereunder.

6. INDEMNIFICATION

6.1. The Seller hereby agrees to indemnify and hold harmless the Buyer, its officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to any breach of the Seller's representations, warranties, or covenants contained in this Agreement.

6.2. The Buyer hereby agrees to indemnify and hold harmless the Seller, its officers, directors, employees, and agents, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to any breach of the Buyer's representations, warranties, or covenants contained in this Agreement.

7. GOVERNING LAW AND JURISDICTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{Governing_Law_Jurisdiction}}.

7.2. The Parties irrevocably agree that the courts of {{Jurisdiction_for_Disputes}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

8. ENTIRE AGREEMENT

This Agreement, including any attached schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

9. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

_____________________________

SELLER: {{Seller_Company_Name}}

Name: {{Seller_Signatory_Name}}

Title: {{Seller_Signatory_Title}}

_____________________________

BUYER: {{Buyer_Company_Name}}

Name: {{Buyer_Signatory_Name}}

Title: {{Buyer_Signatory_Title}}