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Asset Purchase Agreement 2

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Asset Purchase Agreement 2 Page 2
Asset Purchase Agreement 2
1.2 Inventory.
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All inventory, goods, parts, stock and supplies, andothermaterialsnecessaryin theoperation
of the business (hereinafter "Inventory") in the estimated amount of [INVENTORY VALUE],
which Inventoryshall be counted and priced at cost bySeller and Purchaser, and agreed uponby
the parties two (2) calendar days prior to Closing. The purchase price will increase, and any
Seller carry PromissoryNote or cash due at closing, at Purchaser’s election, will also increase,if
the value of such items is greater than the estimated amount. The purchase price will decrease,
and the cash due at closing will also decrease, if the value of such items is less than the estimate.
1.3 Leasehold Improvements.
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Leasehold improvements (hereinafter "Leasehold Improvements") incorporated into the
Premises (as defined below) and included in the conveyance of Assets, which property shall be
more fully described on the Leasehold Improvements list attached hereto as Schedule 1.3. The
Leasehold Improvements are sold subject to thetermsand conditions ofthe leaseforthebusiness
premises.
1.4 Work-in-Progress.
The Purchase Price includes all work-in-progress and customer deposits as of the Closing
Date. Seller shall continue to operate the Business in a customary manner through the Closing
Date. Work-in-progress, as of the day prior to Closing, shall be prorated between Purchaser and
Seller to the date of Closing in a manner, and on such basis, as shall be mutually and reasonably
agreeable and acceptable to Seller and Purchaser.
1.5 Vehicles.
The vehicles listed on the attached hereto as Schedule 1.5.
1.6 Trade Name and General Intangibles.
The trade name of the Business is [BUSINESS NAME], wherein Seller shall release and
waive any and all rights thereto and will not make use thereof after Closing. The Assets also
include all advertisement and promotion materials, artwork, films, graphics, written material,
logos, trademarks and copyrights including but not limited totheitemslisted and attachedhereto
as Schedule 1.6.
1.7 Licenses and Permits.
All transferable licenses and/or permits (hereinafter “Licenses and Permits”) necessary to
own the Assets and to conduct the Business as listed and attached hereto as Schedule 1.7.
1.8 Telephone Numbers and E-Mail Addresses.
The telephone numbers (land lines and cell phone), e-mail addresses, domain names and
websites for the Business as listed and attached hereto as Schedule 1.8.
3 Inventory, work-in-progress, customer deposits and the like will vary through the closing date. The parties should discuss on
a practical and an economic level how continued operations may change the assets and the value at closing. This Asset
Purchase Agreement requires Seller to continue normal business operations until closing.
4 The parties may wish to review any lease for the Business Premises to determine ownership of leasehold improvements and
tenant finish items. Many commercial leases provide that landlord retains ownership of all leasehold improvements and
tenant finish items upon lease termination. The Asset Purchase Agreement includes Seller’s interest in such items, subject to
the terms of the commercial business lease.
Asset Purchase Agreement 2