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Phone: {{phone}} | Email: {{email}} | Web: {{website}}
Asset Purchase Agreement For a Real Estate Property
Asset Purchase Agreement For a Real Estate Property
{{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 {{day}} day of {{month}}, {{year}} ("Effective Date"), 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
WHEREAS, the Seller is the legal and beneficial owner of the real estate property located at {{Property_Address}}, described as {{Property_Legal_Description}} (hereinafter referred to as "the Property");
WHEREAS, the Buyer desires to purchase, and the Seller desires to sell, the Property on the terms and conditions hereinafter set forth.
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 acquires from the Seller, all of the Seller’s right, title, and interest in and to the Property.
1.2. The Property shall include all improvements, fixtures, appurtenances, easements, and rights-of-way pertaining thereto, as well as any and all other real property interests directly associated with the described property.
2. PURCHASE PRICE
2.1. The total purchase price for the Property shall be {{Purchase_Price_Currency}} {{Purchase_Price_Amount}} ({{Purchase_Price_Words}}) ("the Purchase Price").
2.2. The Purchase Price shall be payable by the Buyer to the Seller as follows:
(a) A non-refundable deposit of {{Deposit_Currency}} {{Deposit_Amount}} ({{Deposit_Words}}) shall be paid by the Buyer to the Seller upon the signing of this Agreement, to be held in an escrow account by {{Escrow_Agent_Name}}.
(b) The balance of the Purchase Price, amounting to {{Balance_Currency}} {{Balance_Amount}} ({{Balance_Words}}), shall be paid by the Buyer to the Seller on or before the Closing Date, as defined in Section 4 herein, via {{Payment_Method}}.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Buyer that:
3.1. The Seller has good and marketable title to the Property, free and clear of all liens, encumbrances, claims, and assessments, except for those disclosed in writing to the Buyer prior to the Effective Date.
3.2. The Seller has full power and authority to enter into this Agreement and to perform its obligations hereunder.
3.3. There are no outstanding or pending litigation, administrative actions, or other proceedings affecting the Property.
3.4. All material information provided by the Seller to the Buyer regarding the Property is true, accurate, and complete in all material respects.
4. CLOSING
4.1. The closing of the sale and purchase of the Property (the "Closing") shall take place at {{Closing_Location}} on {{Closing_Date}}, or such other date and time as the Parties may mutually agree in writing.
4.2. At the Closing, the Seller shall execute and deliver to the Buyer a deed or other instrument of transfer, duly executed and acknowledged, conveying good and marketable title to the Property to the Buyer.
4.3. At the Closing, the Buyer shall pay the balance of the Purchase Price to the Seller.
5. CONDITIONS PRECEDENT
5.1. The obligations of the Buyer under this Agreement are conditional upon the satisfactory completion of a due diligence investigation of the Property by the Buyer, within {{Due_Diligence_Days}} days from the Effective Date, including but not limited to, environmental assessments, structural inspections, and title searches.
5.2. This Agreement is conditional upon the Buyer obtaining all necessary financing for the acquisition of the Property by {{Financing_Obtention_Date}}.
6. GOVERNING LAW AND JURISDICTION
6.1. This Agreement shall be governed by and construed in accordance with the laws of {{Governing_Law_Jurisdiction}}.
6.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{Jurisdiction_for_Disputes}} for the purpose of any legal action arising out of or relating to this Agreement.
7. ENTIRE AGREEMENT
7.1. 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.
7.2. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Asset Purchase Agreement as of the Effective Date first above written.
SELLER:
_____________________________
Name: {{Seller_Signatory_Name}}
Title: {{Seller_Signatory_Title}}
Date: {{Seller_Signature_Date}}
BUYER:
_____________________________
Name: {{Buyer_Signatory_Name}}
Title: {{Buyer_Signatory_Title}}
Date: {{Buyer_Signature_Date}}
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