Asset Purchase Agreement

Company Letterhead

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{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made and entered into as of {{date_of_agreement}} by and between:

**{{Seller_Company_Name}}** (Registration Number: {{Seller_Registration_Number}}), a company duly incorporated under the laws of {{Seller_Jurisdiction}}, with its registered office address at {{Seller_Address}} (hereinafter referred to as the “Seller”); and

**{{Buyer_Company_Name}}** (Registration Number: {{Buyer_Registration_Number}}), a company duly incorporated under the laws of {{Buyer_Jurisdiction}}, with its registered office address 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 engaged in the business of {{Seller_Business_Description}} and owns certain assets related thereto;

WHEREAS, the Buyer desires to purchase, and the Seller desires to sell, certain assets of the Seller, specifically excluding any liabilities of the Seller, on the terms and conditions hereinafter set forth.

1. SALE AND PURCHASE OF ASSETS

1.1 **Assets to be Sold.** Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, convey, assign, transfer, and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller’s right, title, and interest in and to the assets listed in Schedule A attached hereto (the “Assets”). The Assets specifically exclude any and all liabilities of the Seller, whether accrued, contingent, or otherwise, related to the operation of the Seller’s business prior to the Closing Date.

1.2 **Excluded Assets.** Notwithstanding anything to the contrary in Section 1.1, the Assets shall expressly exclude any and all assets not specifically listed in Schedule A, including, without limitation, {{Excluded_Assets_Description}}.

2. PURCHASE PRICE

2.1 **Consideration.** The total purchase price for the Assets shall be an amount equal to {{purchase_price_currency}} {{purchase_price_amount}} ({{purchase_price_words}} Rand) (the “Purchase Price”).

2.2 **Payment Terms.** The Purchase Price shall be payable by the Buyer to the Seller as follows:

(a) An initial deposit of {{deposit_currency}} {{deposit_amount}} ({{deposit_words}} Rand) upon the signing of this Agreement (the “Deposit”), which Deposit shall be held in an escrow account by {{Escrow_Agent_Name}} (the “Escrow Agent”) and released to the Seller at Closing.

(b) The balance of the Purchase Price, being {{balance_currency}} {{balance_amount}} ({{balance_words}} Rand), shall be paid in full by the Buyer to the Seller on the Closing Date (as defined below) by way of {{Payment_Method}}.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer that, as of the date of this Agreement and as of the Closing Date:

(a) **Authority.** The Seller has the full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) **Title to Assets.** The Seller is the sole legal and beneficial owner of the Assets, free and clear of all liens, encumbrances, claims, and security interests whatsoever, except for Permitted Encumbrances (as defined in Schedule B).

(c) **No Litigation.** There is no action, suit, proceeding, claim, or investigation pending or, to the Seller's knowledge, threatened against the Seller that could reasonably be expected to affect the Assets or the Seller's ability to perform its obligations hereunder.

4. REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Seller that, as of the date of this Agreement and as of the Closing Date:

(a) **Authority.** The Buyer has the full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) **Financial Ability.** The Buyer has sufficient funds available to pay the Purchase Price and to perform its other obligations hereunder.

5. CLOSING

5.1 **Closing Date.** The closing of the sale and purchase of the Assets (the “Closing”) shall take place on {{Closing_Date}} at {{Closing_Time}} at the offices of {{Closing_Location}}, or at such other place and time as the Parties may mutually agree (the “Closing Date”).

5.2 **Closing Deliverables.** At the Closing, the Seller shall deliver to the Buyer all instruments of transfer, bills of sale, and other documents necessary to convey good and marketable title to the Assets to the Buyer, free and clear of all encumbrances. The Buyer shall deliver the balance of the Purchase Price to the Seller.

6. INDEMNIFICATION

6.1 **Indemnification by Seller.** The Seller shall 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: (a) any inaccuracy or breach of any representation or warranty made by the Seller in this Agreement; (b) any breach of any covenant or agreement made by the Seller in this Agreement; and (c) any liabilities of the Seller not expressly assumed by the Buyer hereunder.

6.2 **Indemnification by Buyer.** The Buyer shall 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: (a) any inaccuracy or breach of any representation or warranty made by the Buyer in this Agreement; and (b) any breach of any covenant or agreement made by the Buyer in this Agreement.

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_Law_Jurisdiction}}.

7.2 **Dispute Resolution.** Any dispute 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 accordance with the arbitration rules of {{Arbitration_Body_Name}} 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 agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

SIGNATURE BLOCK

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

**SELLER:**

___________________________

By: {{Seller_Signatory_Name}}

Title: {{Seller_Signatory_Title}}

Date: {{Seller_Signature_Date}}

**BUYER:**

___________________________

By: {{Buyer_Signatory_Name}}

Title: {{Buyer_Signatory_Title}}

Date: {{Buyer_Signature_Date}}