Asset Sale Agreement An Asset Sale Agreement outlines terms for selling specific assets, specifying asset details, purchase price, payment terms, and any warranties or representations.
1.1. Assets Included in the Sale
Seller hereby agrees to sell, convey, transfer, and assign to Buyer, and Buyer hereby agrees to purchase from Seller, all of Seller's right, title, and interest in and to the following assets (collectively, the "Assets"):
2.1. Purchase Price
Buyer shall pay to Seller the aggregate sum of [insert purchase price] (the "Purchase Price"), as full and complete consideration for the transfer of the Assets. Buyer agrees that the Purchase Price represents the fair market value of the Assets.
2.2. Payment Terms
The Purchase Price shall be paid as follows:
All payments shall be made in US dollars, by [insert payment method, e.g., wire transfer, bank check, cash].
3.1. Representations and Warranties of Seller
Seller represents and warrants to Buyer as follows:
3.2. Representations and Warranties of Buyer
Buyer represents and warrants to Seller as follows:
4.1. Closing Date
The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on the Closing Date or at such other time as the Parties may mutually agree in writing. At the Closing, Seller shall deliver to Buyer a bill of sale, assignments, and any other documents necessary to transfer the Assets to Buyer free and clear of any liens, encumbrances, or claims. Buyer shall deliver the balance of the Purchase Price as described in Section 2.2.
5.1. Indemnification by Seller
Seller shall indemnify, defend, and hold harmless Buyer, its directors, officers, employees, agents, and other representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by Buyer as a result of any breach or alleged breach of any of the representations, warranties, covenants, or agreements of Seller contained in this Agreement.
5.2. Indemnification by Buyer
Buyer shall indemnify, defend, and hold harmless Seller, its directors, officers, employees, agents, and other representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred by Seller as a result of any breach or alleged breach of any of the representations, warranties, covenants, or agreements of Buyer contained in this Agreement.
6.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [insert state], without regard to conflict of law principles.
6.2. Dispute Resolution
Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties. If such negotiations do not result in a resolution, either Party may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [insert city and state], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
7.1. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
7.2. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, and understandings between the Parties, whether oral or written.
This Agreement may be amended or modified only by a written instrument executed by both Parties.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
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In this Asset Sale Agreement, you will see the following sections:
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