Asset Purchase Agreement Simple

SELLER'S 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 {{day}} day of {{month}}, {{year}} ("Effective Date") by and between:

{{seller_company_name}}, a company duly incorporated and existing under the laws of {{seller_jurisdiction}}, with its registered office at {{seller_address}} (hereinafter referred to as "Seller");

AND

{{buyer_company_name}}, a company duly incorporated and existing under the laws of {{buyer_jurisdiction}}, with its registered office at {{buyer_address}} (hereinafter referred to as "Buyer").

Seller and Buyer are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Seller owns certain assets related to its business [briefly describe business, e.g., 'of manufacturing and distributing widgets'] as more fully described herein (the "Assets");

WHEREAS, Buyer desires to purchase, and Seller desires to sell, the Assets on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:

1. PURCHASE AND SALE OF ASSETS

1.1. Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Seller shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title, and interest in and to the following assets (collectively, the "Assets"):

a) {{asset_category_1}}: {{list_of_physical_assets_1}}

b) {{asset_category_2}}: {{list_of_equipment_2}}

c) {{asset_category_3}}: {{other_tangible_assets_3}}

d) Inventory: All inventory of finished goods, work-in-progress, and raw materials as of the Closing Date, as detailed in Schedule A attached hereto.

e) Customer Lists: The customer lists and records related to the Assets, as detailed in Schedule B attached hereto.

2. PURCHASE PRICE

2.1. Consideration. The total purchase price for the Assets shall be {{currency}} {{purchase_price}} ({{purchase_price_words}}) ("Purchase Price").

2.2. Payment. The Purchase Price shall be paid by Buyer to Seller as follows:

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

b) The remaining balance of {{currency}} {{remaining_balance_amount}} shall be paid at Closing via {{payment_method}}.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

3.1. Ownership. Seller is the sole owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, encumbrances, and security interests, except as may be disclosed in writing to Buyer.

3.2. Authority. Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

3.3. No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement or instrument to which Seller is a party.

3.4. Condition of Assets. The Assets are in good working order and condition, reasonable wear and tear excepted. Seller has not received any notice that any of the Assets are in violation of any applicable laws or regulations.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

4.1. Authority. Buyer has the full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

4.2. No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement or instrument to which Buyer is a party.

4.3. Financial Ability. Buyer has sufficient funds to pay the Purchase Price and perform its obligations under this Agreement.

5. CLOSING

5.1. Closing Date. The closing of the purchase and sale of the Assets ("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. Closing Deliverables. At Closing, the Parties shall deliver the following:

a) Seller shall deliver bills of sale, assignments, and other instruments of transfer as necessary to vest good and marketable title to the Assets in Buyer.

b) Buyer shall deliver the remaining balance of the Purchase Price as specified in Section 2.2(b).

6. INDEMNIFICATION

6.1. Seller's Indemnification. Seller shall indemnify, defend, and hold harmless Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

a) Any breach of any representation or warranty made by Seller in this Agreement.

b) Any liabilities or obligations of Seller not expressly assumed by Buyer under this Agreement.

6.2. Buyer's Indemnification. Buyer shall indemnify, defend, and hold harmless Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

a) Any breach of any representation or warranty made by Buyer in this Agreement.

b) The ownership or operation of the Assets by Buyer after the Closing Date.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by {{dispute_resolution_method, e.g., arbitration in [city] under the rules of [arbitration body], or litigation in the courts of [city]}}.

8. ENTIRE AGREEMENT

This Agreement, including any Schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to such subject matter.

SIGNATURES

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

SELLER:

_______________________________

By: {{seller_signer_name}}

Title: {{seller_signer_title}}

Date: _______________________________

BUYER:

_______________________________

By: {{buyer_signer_name}}

Title: {{buyer_signer_title}}

Date: _______________________________

SCHEDULE A: INVENTORY

{{inventory_details}}

SCHEDULE B: CUSTOMER LISTS

{{customer_list_details}}