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Asset Purchase Agreement 2


Asset Purchase Agreement 2
Asset Purchase Agreement 2
ASSET PURCHASE AGREEMENT
THIS AGREEMENT, signed by the parties hereto effective the date shown by their
respective signatures, is made by [SELLER’S NAME] (hereinafter the “Seller”), and
[PURCHASER’S NAME] (hereinafter the "Purchaser");
RECITAL: Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller
certain assets and properties currently used in the business known as [BUSINESS NAME] with a
principal operating address of [BUSINESS ADDRESS] (the “Business”). The Business location is
sometimes referred to as the “Premises”.
IN CONSIDERATIONof the mutual promises and covenants contained herein,the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
I. SALE OF ASSETS
1. Sale of Assets.
1
Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and
accept at closing, certain assets and properties of the Business owned by Seller, or in which Seller
has anyright, title, or interest of everykind and description, wherever located(hereinafter"Assets"),
including (but excluding the Excluded Assets set forth in Section 1.13 below):
1.1 Furniture, Fixtures and Equipment.
All furniture, fixtures, equipment, machinery, computers, computer peripherals, tools,
devices and other tangible personal property (hereinafter "Furniture, Fixtures and Equipment")
owned by Seller and used in the operation of the Business, whether or not listed in the books or
records of the Business, including, but not limited to, the items described on Schedule 1.1
2
1 The parties have a mutual interest in defining the assets included and excluded in the sale. The Asset Purchase Agreement
should outline the general categories of assets included and excluded in the sale. Seller may wish to specifically identify any
assets which are excluded from the sale.
2 Seller may be reluctant to share a significant amount of detailed information with a potential Purchaser until after an Asset
Purchase Agreement is signed and an Earnest Money Deposit received. Thus, the Asset Purchase Agreement may provide a
date certain by which Seller shall provide further information regarding the Assets offered for sale. The following is sample
language:
“All furniture, fixtures, equipment, machinery, computers, computer peripherals, tools, devices and other tangible
personal property (hereinafter "Furniture, Fixtures and Equipment") owned by Seller and used in the operation of the
Business, whether or not listed in the books or records of the Business, including, but not limited to, the items described on
Schedule 1.1, which Schedule shall be provided to Purchaser on or before [DATE].”
This approach may be taken for some or all of the necessary Schedules. Purchaser’s obligation to close on the Asset
purchase is contingent upon its inspection and due diligence rights as further defined in Article 9 below. This would include
Purchaser’s review and approval of the various Schedules that Seller would provide by the specified date. It is extremely
important that the due date by which Seller must deliver the Schedules to Purchaser is coordinated with the end of Purchaser’s
inspection period to allow enough time for Purchaser review the Schedules and terminate the contract if desired.
Asset Purchase Agreement 2
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