Asset Purchase Agreement Retail Store

{{company_name}}

{{company_address}}

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

Asset Purchase Agreement Retail Store

Asset Purchase Agreement Retail Store

PARTIES

This Asset Purchase Agreement (“Agreement”) is made and entered into into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”)

1. SALE AND PURCHASE OF ASSETS

Subject to the terms and conditions of this Agreement, the Seller agrees to sell, convey, assign, transfer, and deliver to the Purchaser, and the Purchaser agrees to purchase and acquire from the Seller, all of the Seller’s right, title, and interest in and to the assets specifically listed in Schedule A (the “Assets”).

The Assets include, without limitation, all inventory, fixtures, equipment, leasehold improvements, supplies, customer lists, goodwill, and intellectual property directly related to the retail store business operating at {{store_address}} (the “Business”).

2. PURCHASE PRICE

The total purchase price for the Assets shall be {{purchase_price}} ({{purchase_price_words}}) (“Purchase Price”).

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

(a) A non-refundable deposit of {{deposit_amount}} ({{deposit_amount_words}}) shall be paid on the Effective Date.

(b) The balance of {{balance_amount}} ({{balance_amount_words}}) shall be paid on the Closing Date.

All payments shall be made by electronic funds transfer to an account nominated by the Seller.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

(a) The Seller is the sole legal and beneficial owner of the Assets and has the full right, power, and authority to sell and transfer the Assets to the Purchaser.

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

(c) All financial information provided to the Purchaser regarding the Business and the Assets is true, accurate, and complete in all material respects.

(d) The Seller is not a party to any agreement or subject to any judgment, order, or decree which would prevent the consummation of the transactions contemplated by this Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller that:

(a) The Purchaser has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement to which the Purchaser is a party or any law or regulation to which the Purchaser is subject.

5. CLOSING

The closing of the purchase and sale of the 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.

At the Closing, the Seller shall deliver to the Purchaser all necessary bills of sale, assignments, and other instruments of transfer to vest in the Purchaser good and marketable title to the Assets, free and clear of all encumbrances. The Purchaser shall pay the balance of the Purchase Price to the Seller.

6. INDEMNIFICATION

The Seller agrees to indemnify and hold harmless the Purchaser from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of any representation, warranty, or covenant made by the Seller in this Agreement.

The Purchaser 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 in connection with any breach of any representation, warranty, or covenant made by the Purchaser in this Agreement.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the parties.

9. AMENDMENTS

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

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement as of the Effective Date.

_____________________________ {{seller_company_name}} By: {{seller_signature_name}} Title: {{seller_title}}

_____________________________ {{purchaser_company_name}} By: {{purchaser_signature_name}} Title: {{purchaser_title}}