These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. The following are some of the key terms and provisions found in APAs. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of _____ sitting in _____ County and its appellate courts and to the United States District Court for the District of _____, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates. I uploaded a simple asset purchase agreement to Docracy and thought I’d share it here. In an asset purchase, the buyer will only buy certain assets of the seller’s company. Real Estate Purchase Contract PDF. 2. 3 dated December 5, 2007, by Amendment No. Therefore, in the event of any breach or threatened breach of such agreements, the Seller and the Owner each agrees that the Buyer will be entitled to an injunction from any court of competent jurisdiction enjoining such person or entity from committing any violation or threatened violation of those agreements. Buyers often resist a stock sale transaction unless the company to be acquired has a clean operating history or there are significant practical difficulties in completing an asset sale, such as restrictions on the transfer of certain assets from the selling company to the buyer or burdensome third party consents needed to transfer the assets. A Stock Sale or a Business Purchase, meanwhile, is the buying of the owner’s share of a corporation. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. _____ Of course, as with any form, the document will require revisions to conform it to specific deals. 8. 1.1 Purchased Assets. Deb, Five Tips for Keeping Track of Contract Versions, Battle of the Forms Explained (Using a Few Short Words), Electronic Confidential Information: It's Indestructible, The Law of Stuff Isn’t the Same As the Law of Services. Pursuant to this agreement, the Seller conveys to the Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens and encumbrances. The document is commonly used to record the sale of aircraft, autos, motorcycles, and watercraft. Governing Law and Designation of Forum. There are no judgments, decrees, orders, writs, injunctions, rulings, decisions, or awards of any court or governmental body to which the Seller is a party or is subject with respect to any of the Purchased Assets is subject. Subject to the provisions set forth in this agreement, as of midnight at the beginning of the date of this agreement (the “Effective Time”), the Seller hereby sells, conveys, assigns, and transfers to the Buyer the assets set forth on Schedule 1 (the “Purchased Assets”) free and clear of any and all liens and encumbrances, and the Buyer hereby accepts the sale, conveyance, assignment, and transfer of the Purchased Assets and assumes the Buyer’s obligations under the contracts listed on Schedule 1 (the “Assumed Contracts”). Assignment. A. 5. The Buyer shall purchase Inventory in the amount of $_____ at Seller’s cost. While the details contained in an APA will depend on the specifics of each business transaction, there are several key questions that […] Any such notice or other communication will be deemed to have been given as of the date the applicable delivery receipt for such communication is executed as received or in the case of mail, three days after it is mailed. A bill of sale is a legal document that records the transfer of ownership of an asset to a second party in exchange for money. Asset purchase agreements are a flexible instrument used by companies to take possession of key assets of other businesses. i got the necessary assistance. ASSET PURCHASE AGREEMENT Dated as of _____, 2015 by and among Renault Winery, Inc., Tuscany House LLC, Renault Golf, LLC, Renault Winery Properties, LLC, and Renault Realty Co., LLC AS SELLERS AND _____ AS PURCHASER EXHIBITS: Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Bill of Sale Exhibit C List of Proposed Assumed Contracts Exhibit D Form of Sale Order . If you own a Real Estate, then please use this template. As compared to slump sale discussed above, an asset sale/purchase is an itemized sale of the assets of company or a piece meal sale of the assets of the company. [Revised section 9 on 11-5-2013 to update the designation of forum clause]. An Agreement Form is used when transacting any type of purchase that involves a large amount of payment and rights of a business. Depending on whether an acquisition is structured as an asset sale or a stock sale (or merger), there will be significant differences in the transaction documents. This transaction clearly requires an allocation of the purchase price under §1060. Sale of the Purchased Assets; Assumption of the Assumed Contracts. 7. with a mailing address of robertgroup@yahoo.com and The Seller, Ron Auto & sons, with a mailing address of ronauto@yahoo.com hereby agree as follow: 3) Payment Type (choose one). In an asset purchase, the buyer purchases only those tangible and intangible assets—and assumes only those liabilities—that are specifically identified in the purchase agreement. At times, the choice for the optimal structure is apparent and quickly agreed; other times, parties can spend significant time and resources working to agree on this threshold determination. The SELLER represents and warrants to the BUYER that: (a) the ASSETS are free and clear of all LIENS and the SELLER has not received notice of any pending CLAIM; (b) the SELLER has the authority and has performed all acts necessary to sell, transfer and Legality If you are considering a significant M&A transaction, whether as the potential buyer or seller, you should consult with your legal counsel and tax and accounting advisors early in the process to avoid potential delays and unnecessary expense. As further consideration for the Purchase Price, the Seller and the Owner each agree to abide by the noncompetition, nonsolicitation, and confidentiality obligations set forth on Schedule 5. ________________________________________. Consents. Simple Asset Sales Agreement. Jack Magee and Rob Futrell are attorneys in the M&A practice group of Wyrick Robbins Yates & Ponton LLP, which represents clients across a broad range of industries in connection with their significant corporate transactions. 2. Since the seller is the one agreeing to pay for any losses covered during the survival period, the seller will advocate for a short survival period to minimize … The bill of sale touches on physical tangible assets which are private in nature. A purchase or sale agreement, on the other hand, deals with stock rather than private property. Apart from this, this sample is editable. An asset purchase agreement (APA) is a definitive agreement that finalizes all terms and conditions related to the purchase and sale of a company's assets. Attention: _____, If to the Buyer: 5 dated March 3, 2008 (hereafter collectively referred to as the “Purchase Agreement”). This buyer can purchase all the assets or just a portion of them. TRANSFER OF ASSETS 1.1 Sale of Assets. Each of the undersigned has caused this bill of sale and assignment and assumption agreement to be duly executed and delivered as of the date first written above. Attention: _____. Nothing contained in this Bill of Sale, Assignment and Assumption Agreement is intended to impose any obligations or liabilities on the Purchaser or the Seller beyond those … Law Firm Web Design by NMC. Scope. Purchase Price. Whereas a sales contract is used prior to the exchange of goods, a bill of sale is used during or after the exchange of goods to transfer ownership of the goods from the seller to the buyer. But most importantly, almost every tangible product on the market must have a sales agreement samples. Payment Mode:The Buyer agrees to pay 1201 (US Dollars) to the Seller. The Summit In effect, the buyer acquires the entity instead of acquiring the business from the entity. 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