{{company_letterhead}}
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is made and entered into on this {{date_of_agreement}} 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}} (hereinafter referred to as 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}} (hereinafter referred to as the "Buyer").
The Seller and the Buyer are hereinafter collectively referred to as the "Parties" and individually as a "Party".
RECITALS
A. The Seller is the owner of a garage business operating under the name {{garage_business_name}} located at {{garage_business_address}} (the “Business”), and possesses certain assets related to the Business.
B. The Buyer desires to purchase, and the Seller desires to sell, certain assets of the Business, subject to the terms and conditions set forth in this Agreement.
1. PURCHASE AND SALE OF ASSETS
1.1. Subject to the terms and conditions of this Agreement, the Seller hereby sells, conveys, transfers, assigns, and delivers to the Buyer, and the Buyer hereby purchases and accepts from the Seller, all of the assets specifically listed in Schedule A attached hereto (the "Purchased Assets").
1.2. The Purchased Assets shall specifically exclude all assets not listed in Schedule A, including but not limited to, cash on hand, bank accounts, and {{excluded_assets_description}}.
2. PURCHASE PRICE
2.1. The total purchase price for the Purchased Assets (the "Purchase Price") shall be {{purchase_price_currency}} {{purchase_price_amount}} ({{purchase_price_amount_words}}).
2.2. The Purchase Price shall be paid by the Buyer to the Seller as follows:
a) A non-refundable deposit of {{deposit_currency}} {{deposit_amount}} upon the signing of this Agreement.
b) The balance of {{balance_currency}} {{balance_amount}} on the Closing Date (as defined below).
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Buyer that:
3.1. The Seller has good and marketable title to the Purchased Assets, free and clear of all liens, encumbrances, and any third-party claims.
3.2. All financial statements relating to the Purchased Assets provided to the Buyer are true and accurate in all material respects.
3.3. There are no pending or threatened litigation, claims, or proceedings against the Purchased Assets or the Business.
3.4. The Seller has the full power and authority to enter into this Agreement and perform its obligations hereunder.
4. REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller that:
4.1. The Buyer has the full power and authority to enter into this Agreement and perform its obligations hereunder.
4.2. The Buyer has the financial capacity to pay the Purchase Price as stipulated in this Agreement.
5. CLOSING
5.1. The closing of the purchase and sale of the Purchased Assets (the "Closing") shall take place on {{closing_date}} at {{closing_time}} at {{closing_location}}, or such other date, time, and place as the Parties may mutually agree.
5.2. At the Closing, the Seller shall deliver to the Buyer duly executed bills of sale and any other documents necessary to transfer title of the Purchased Assets to the Buyer.
5.3. At the Closing, the Buyer shall deliver the balance of the Purchase Price to the Seller as set forth in Section 2.2(b).
6. INDEMNIFICATION
6.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Seller's representations, warranties, or covenants contained in this Agreement.
6.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Buyer's representations, warranties, or covenants contained in this Agreement.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.
7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by negotiation between the Parties in good faith. If the dispute cannot be resolved through negotiation, the Parties agree to first attempt to settle the dispute through mediation in {{mediation_location}}.
7.3. If mediation is unsuccessful, the dispute shall be finally settled by arbitration in accordance with the rules of the {{arbitration_institution}} in {{arbitration_location}}.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Asset Purchase Agreement as of the date first written above.
SELLER:
_____________________________
{{seller_company_name}}
By: _________________________
Name: {{seller_signatory_name}}
Title: {{seller_signatory_title}}
BUYER:
_____________________________
{{buyer_company_name}}
By: _________________________
Name: {{buyer_signatory_name}}
Title: {{buyer_signatory_title}}
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