Agreement of Purchase and Sale of Business Assets

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

Agreement of Purchase and Sale of Business Assets

Agreement of Purchase and Sale of Business Assets

Company Letterhead

{{seller_company_name}}

{{seller_company_address}}

Phone: {{seller_phone}}

Email: {{seller_email}}

Website: {{seller_website}}

AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS

This Agreement of Purchase and Sale of Business Assets (hereinafter referred to as “the Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

{{seller_company_name}}, a company duly incorporated and registered under the laws of {{seller_jurisdiction}}, with its principal place of business at {{seller_company_address}} (hereinafter referred to as “the Seller”);

AND

{{buyer_company_name}}, a company duly incorporated and registered under the laws of {{buyer_jurisdiction}}, with its principal place of business at {{buyer_company_address}} (hereinafter referred to as “the Buyer”).

Collectively referred to as “the Parties” and individually as “Party”.

1. DEFINITIONS AND INTERPRETATIONS

1.1. “Assets” means all the assets of the business of the Seller as more fully described in Schedule A hereto, including but not limited to, machinery, equipment, inventory, intellectual property, and goodwill.

1.2. “Purchase Price” means the total consideration payable by the Buyer to the Seller for the Assets as set out in Clause 3.

1.3. “Effective Date” means the date first written above.

2. AGREEMENT TO SELL AND PURCHASE

2.1. The Seller hereby agrees to sell, transfer and deliver to the Buyer, and the Buyer hereby agrees to purchase and take delivery of, the Assets, free from all encumbrances, liens, or claims of any nature whatsoever, as a going concern.

3. PURCHASE PRICE AND PAYMENT TERMS

3.1. The Purchase Price payable by the Buyer to the Seller for the Assets shall be an amount of {{purchase_price_currency}} {{purchase_price_amount}} ({{purchase_price_amount_words}}).

3.2. A non-refundable deposit of {{deposit_currency}} {{deposit_amount}} ({{deposit_amount_words}}) shall be paid by the Buyer to the Seller on or before {{deposit_due_date}}.

3.3. The balance of the Purchase Price, amounting to {{balance_currency}} {{balance_amount}} ({{balance_amount_words}}), shall be paid by the Buyer to the Seller on or before the Closing Date, as defined in Clause 4, by way of {{payment_method}}.

4. CLOSING DATE AND TRANSFER OF OWNERSHIP

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

4.2. On the Closing Date, the Seller shall deliver to the Buyer all necessary documents of title, keys, and other instruments required to vest ownership of the Assets in the Buyer, free from all encumbrances.

5. REPRESENTATIONS AND WARRANTIES OF THE SELLER

5.1. The Seller warrants that it has full right, power, and authority to enter into this Agreement and to sell, convey, transfer, and assign the Assets to the Buyer.

5.2. The Seller warrants that the Assets are free and clear of all liens, encumbrances, and claims of any kind, save as disclosed in writing to the Buyer.

5.3. The Seller warrants that all information provided to the Buyer regarding the Assets is true, accurate, and complete in all material respects.

6. INDEMNIFICATION

6.1. The Seller shall indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with any breach of the Seller’s representations, warranties, or covenants contained in this Agreement.

6.2. The Buyer shall indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with any breach of the Buyer’s representations, warranties, or covenants contained in this Agreement.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2. 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 rules of {{arbitration_institution}}.

8. ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

9. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.

_____________________________

SELLER: {{seller_company_name}}

Name: {{seller_authorised_signatory_name}}

Title: {{seller_authorised_signatory_title}}

_____________________________

BUYER: {{buyer_company_name}}

Name: {{buyer_authorised_signatory_name}}

Title: {{buyer_authorised_signatory_title}}

WITNESSES:

1. _________________________ (Name: {{witness_1_name}})

2. _________________________ (Name: {{witness_2_name}})