Asset Purchase Agreement For a Telecom Business

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made and entered into this {{day}} day of {{month}}, {{year}}, by and between:

**{{seller_company_name}}** (Registration Number: {{seller_registration_number}}), a company duly incorporated and existing 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}}** (Registration Number: {{buyer_registration_number}}), a company duly incorporated and existing 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.”

DESCRIPTION OF ASSETS

Subject to the terms and conditions of this Agreement, the Seller agrees to sell, and the Buyer agrees to purchase, all of the assets used in or related to the Seller’s telecommunications business (the “Business”), including but not limited to:

**(a) Tangible Assets:** All equipment, machinery, fixtures, inventory, vehicles, and other tangible personal property owned by the Seller and used in connection with the Business, as further detailed in Schedule A attached hereto.

**(b) Intangible Assets:** All intellectual property rights (including trademarks, trade names, patents, copyrights, and domain names), licenses, permits, agreements, customer lists, goodwill, and other intangible property owned or used by the Seller in connection with the Business, as further detailed in Schedule B attached hereto.

**(c) Excluded Assets:** Notwithstanding the foregoing, the following assets are expressly excluded from this Agreement: {{excluded_assets_description}}.

PURCHASE PRICE AND PAYMENT

The total purchase price for the Assets shall be an amount of **{{currency}} {{purchase_price}}** ({{purchase_price_words}}).

The Purchase Price shall be paid by the Buyer to the Seller as follows:

**(a) Deposit:** A non-refundable deposit of {{currency}} {{deposit_amount}} shall be paid upon signing of this Agreement.

**(b) Balance:** The remaining balance of {{currency}} {{balance_amount}} shall be paid on the closing date (the “Closing Date”) in accordance with Clause 5.

Payment shall be made by way of electronic funds transfer to the Seller’s nominated bank account: {{seller_bank_name}}, Account Number: {{seller_account_number}}, Swift Code: {{seller_swift_code}}.

CLOSING

The closing of the sale and purchase of the Assets (the “Closing”) shall take place at {{closing_location}} on {{closing_date}}, or such other date and time as the Parties may mutually agree.

At Closing, the Seller shall deliver to the Buyer all necessary documents, including bills of sale, assignments, and other instruments of transfer, to vest in the Buyer good and marketable title to the Assets, free and clear of all liens, encumbrances, and adverse claims.

At Closing, the Buyer shall pay the remaining balance of the Purchase Price to the Seller.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer that:

**(a) Authority:** The Seller has the full corporate power and authority to enter into and perform its obligations under this Agreement.

**(b) Title to Assets:** The Seller owns good and marketable title to all of the Assets, free and clear of all liens, encumbrances, and adverse claims, and has the right to sell and transfer the Assets to the Buyer.

**(c) Compliance with Laws:** The Seller has conducted the Business in compliance with all applicable laws, regulations, and governmental orders.

**(d) No Litigation:** There is no litigation, proceeding, or investigation pending or threatened against the Seller or the Assets that could materially adversely affect the Business or the Assets.

**(e) Financial Statements:** All financial statements provided by the Seller to the Buyer are true, accurate, and complete in all material respects and fairly present the financial condition of the Business as of the dates indicated.

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Seller that:

**(a) Authority:** The Buyer has the full corporate power and authority to enter into and perform its obligations under this Agreement.

**(b) Funds:** The Buyer has sufficient funds available to pay the Purchase Price and to perform its other obligations under this Agreement.

INDEMNIFICATION

The Seller agrees to indemnify, defend, 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.

The Buyer agrees to indemnify, defend, 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.

GOVERNING LAW AND DISPUTE RESOLUTION

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

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in {{arbitration_city}}, in accordance with the arbitration rules of {{arbitration_institution}} for the time being in force, which rules are deemed to be incorporated by reference into this clause.

ENTIRE AGREEMENT

This Agreement 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.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Asset Purchase Agreement as of the date first written above.

**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}}