{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
Agreement of Purchase and Sale of Business Assets Short
Agreement of Purchase and Sale of Business Assets Short
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS SHORT
This Agreement of Purchase and Sale of Business Assets (the 'Agreement') is made and entered into effective as of {{effective_date}} (the 'Effective Date'), by and between:
{{seller_company_name}}, a company duly incorporated under the laws of {{seller_jurisdiction}}, with its principal place of business at {{seller_address}} (the 'Seller'); and
{{buyer_company_name}}, a company duly incorporated under the laws of {{buyer_jurisdiction}}, with its principal place of business at {{buyer_address}} (the 'Buyer').
The Seller and the Buyer are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.
1. ASSETS BEING SOLD
Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Buyer agrees to purchase all of the assets of the Seller's business known as {{business_name}} (the 'Business'), located at {{business_address}}, specifically including, but not limited to, the following (the 'Assets'):
a. {{asset_category_1}}: {{list_of_assets_1}}
b. {{asset_category_2}}: {{list_of_assets_2}}
c. {{asset_category_3}} (e.g., Intellectual Property, Customer Lists, Goodwill): {{list_of_assets_3}}
Excluded Assets: Any assets not expressly listed above or in Schedule A (if applicable) are excluded from this sale.
2. PURCHASE PRICE
The total purchase price for the Assets shall be {{purchase_price}} ({{currency}}) (the 'Purchase Price').
The Purchase Price shall be payable as follows:
a. A non-refundable deposit of {{deposit_amount}} ({{currency}}) upon the signing of this Agreement.
b. The balance of {{balance_amount}} ({{currency}}) on or before the Closing Date, in cleared funds.
3. CLOSING DATE
The closing of the purchase and sale of the Assets (the 'Closing') shall take place on or before {{closing_date}} (the 'Closing Date') at {{closing_location}} or such other date and place as the Parties may mutually agree upon in writing.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Buyer that:
a. The Seller has good and marketable title to all of the Assets, free and clear of all liens, encumbrances, and adverse claims.
b. The Seller has the full power and authority to enter into this Agreement and to sell the Assets.
c. All financial information provided to the Buyer regarding the Business is true and accurate in all material respects.
d. There are no pending or threatened litigation, claims, or proceedings against the Seller or the Assets that would materially affect the Business or the Assets.
5. COVENANTS OF THE SELLER
Until the Closing Date, the Seller shall:
a. Operate the Business in the ordinary course and consistent with past practice.
b. Maintain the Assets in their current condition, reasonable wear and tear excepted.
c. Provide the Buyer with reasonable access to the Business records and Assets for due diligence purposes.
6. INDEMNIFICATION
The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with any breach by the Seller of any of its representations, warranties, or covenants contained in this Agreement.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
9. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Seller:
_____________________________
By: {{seller_signer_name}}
Title: {{seller_signer_title}}
Buyer:
_____________________________
By: {{buyer_signer_name}}
Title: {{buyer_signer_title}}
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