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Asset Purchase Agreement template
Asset Purchase Agreement sample


What is Asset Purchase Agreement?

Asset Purchase Agreement Defines terms for buying/selling specific assets, including asset descriptions, purchase price, and closing conditions.



Sample template:



ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of this _____ day of ________, 20__, by and between EliteTech Innovations, a United States corporation ("Buyer"), and TechPro Solutions, a United States corporation ("Seller").



1. PURCHASE AND SALE OF ASSETS

1.1. Assets Being Transferred


Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase from Seller, all right, title and interest in and to the following assets, free and clear of any liens, encumbrances or other claims, except as otherwise provided herein (collectively, the "Assets"):


(a) All office equipment, furniture, and fixtures used in connection with the conduct of the Seller's business;


(b) All software licenses and sublicenses, both proprietary and third-party, together with supporting documentation;


(c) All customer data, customer lists, and customer contracts, existing as of the date of this Agreement, including any and all rights to the name "TechPro Solutions" and any other trade names, service marks, trademarks, or copyrights of Seller related to the Business.



2. PURCHASE PRICE AND PAYMENT

2.1. Purchase Price


The aggregate purchase price for the Assets (the "Purchase Price") shall be ___________________ Dollars ($__________), payable in U.S. dollars. The Purchase Price shall be allocated among the Assets as set forth on Schedule 2.1, attached hereto and incorporated by reference herein.



2.2. Payment


Buyer shall pay the Purchase Price to Seller on the Closing Date (as defined below), either by wire transfer to an account designated by Seller, or by certified or bank check, or by such other method as may be agreed in writing by the parties prior to the Closing Date.



3. REPRESENTATIONS AND WARRANTIES OF SELLER

3.1. Organization and Good Standing


Seller is a corporation duly organized, validly existing, and in good standing under the laws of the United States, with full corporate power to own, lease, and operate its properties and assets, and carry on its business as currently conducted.



3.2. Authority to Enter into Agreement


This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Seller. Seller has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.



3.3. Title to Assets


Seller holds good and marketable title to all of the Assets, free and clear of all liens, encumbrances and other claims, except as otherwise provided in this Agreement.



4. REPRESENTATIONS AND WARRANTIES OF BUYER

4.1. Organization and Good Standing


Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the United States, with full corporate power to own, lease, and operate its properties and assets, and carry on its business as currently conducted.



4.2. Authority to Enter into Agreement


This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Buyer. Buyer has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder.



5. COVENANTS

5.1. Further Assurances


Following the Closing, each party hereto shall execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and documents, and shall take such other action consistent with the terms of this Agreement, as may be necessary or appropriate to effect the transactions contemplated by this Agreement.



6. CONDITIONS TO CLOSING

6.1. Conditions Precedent to Buyer's Obligations


The obligations of Buyer under this Agreement are subject to the satisfaction at or before the Closing of the following conditions precedent:


(a) All representations and warranties of Seller contained herein shall be true and correct as of the Closing Date;


(b) Seller shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing;


(c) No action, suit, proceeding, claim, investigation, or inquiry, whether formal or informal, shall be pending or, to the knowledge of Buyer or Seller, threatened before any governmental authority with respect to the transactions contemplated by this Agreement, which would prevent or make unlawful the consummation of the transactions contemplated hereby.



6.2. Conditions Precedent to Seller's Obligations


The obligations of Seller under this Agreement are subject to the satisfaction at or before the Closing of the following conditions precedent:


(a) All representations and warranties of Buyer contained herein shall be true and correct as of the Closing Date;


(b) Buyer shall have performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing;


(c) No action, suit, proceeding, claim, investigation, or inquiry, whether formal or informal, shall be pending or, to the knowledge of Buyer or Seller, threatened before any governmental authority with respect to the transactions contemplated by this Agreement, which would prevent or make unlawful the consummation of the transactions contemplated hereby.



7. CLOSING

7.1. Closing


The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the date which is ten (10) business days following the satisfaction or waiver of the conditions precedent contained in Section 6 hereof (the "Closing Date"), or at such other time and place as may be agreed upon in writing by the parties.



8. INDEMNIFICATION

8.1. Indemnification by Seller


Seller shall indemnify and hold harmless Buyer from and against any and all loss, cost, damage, liability, or expense, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by Buyer as a result of any breach of any representation, warranty, covenant, or agreement made by Seller in this Agreement.



8.2. Indemnification by Buyer


Buyer shall indemnify and hold harmless Seller from and against any and all loss, cost, damage, liability, or expense, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by Seller as a result of any breach of any representation, warranty, covenant, or agreement made by Buyer in this Agreement.



9. MISCELLANEOUS

9.1. Governing Law and Venue


This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to conflicts of law principles. The parties agree that any action or proceeding relating to this Agreement shall be brought exclusively in a court of competent jurisdiction located in the United States, and each party hereby consents to the exclusive jurisdiction of such court as to any such action or proceeding.



9.2. Entire Agreement


This Agreement, together with the schedules, exhibits, and other documents referred to herein and delivered concurrently herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, and negotiations, whether oral or written, with respect thereto. This Agreement may be amended, modified, or supplemented only by a written instrument executed by the parties hereto.



10. EXECUTION

IN WITNESS WHEREOF, Buyer and Seller have executed this Asset Purchase Agreement as of the date first above written.


_____________________________


ELITETECH INNOVATIONS


By: __________________________


Title: ________________________



_____________________________


TECHPRO SOLUTIONS


By: __________________________


Title: ________________________

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Common Sections of an Asset Purchase Agreement


In this Asset Purchase Agreement, you will see the following sections:

  1. Purchase and Sale of Assets
  2. Purchase Price and Payment
  3. Representations and Warranties of Seller
  4. Representations and Warranties of Buyer
  5. Covenants
  6. Conditions to Closing
  7. Closing
  8. Indemnification
  9. Miscellaneous
  10. Execution


Going indepth - Summary of each section:

  1. Purchase and Sale of Assets : This section outlines the assets being transferred from the Seller (TechPro Solutions) to the Buyer (EliteTech Innovations). These assets include office equipment, software licenses, and customer data, among other things.

  2. Purchase Price and Payment : This section specifies the total purchase price for the assets and how it will be allocated among them. It also explains how the Buyer will pay the Seller, such as by wire transfer or certified check.

  3. Representations and Warranties of Seller : The Seller guarantees that they are a legally organized corporation and have the authority to enter into this agreement. They also confirm that they have good title to the assets being sold, free of any liens or encumbrances.

  4. Representations and Warranties of Buyer : The Buyer guarantees that they are a legally organized corporation and have the authority to enter into this agreement. They also confirm that they have the ability to fulfill their obligations under the agreement.

  5. Covenants : This section states that both parties will take any necessary actions to complete the transactions outlined in the agreement.

  6. Conditions to Closing : This section lists the conditions that must be met before the closing of the transaction can occur. These conditions include the accuracy of the representations and warranties made by both parties and the absence of any legal actions that would prevent the transaction from taking place.

  7. Closing : This section specifies when and where the closing of the transaction will take place. In this case, it will occur ten business days after the conditions precedent have been satisfied or waived.

  8. Indemnification : Both the Seller and Buyer agree to indemnify and hold each other harmless from any losses, damages, or expenses resulting from any breaches of their respective representations, warranties, covenants, or agreements in the Asset Purchase Agreement.

  9. Miscellaneous : This section covers various legal provisions, such as the governing law and venue for any disputes, as well as stating that this agreement constitutes the entire understanding between the parties and can only be amended in writing.

  10. Execution : This section contains the signatures of both parties, indicating their agreement to the terms of the Asset Purchase Agreement.

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