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Asset Sale Agreement template
Asset Sale Agreement sample


What is Asset Sale Agreement?

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.



Sample template:



ASSET SALE AGREEMENT


This Asset Sale Agreement (the "Agreement") is made and entered into as of the [insert date], by and between Jennifer Anderson ("Seller") and Robert Wilson ("Buyer"), collectively referred to herein as the "Parties".

1. SALE OF ASSETS

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"):



  1. [insert description of asset #1];

  2. [insert description of asset #2]; and

  3. [insert description of asset #3].



2. PURCHASE PRICE AND PAYMENT TERMS

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:



  1. [insert percentage]% of the Purchase Price, equal to [insert amount], shall be paid as an initial deposit upon the execution of this Agreement (the "Deposit"); and

  2. The balance of the Purchase Price, equal to [insert amount], shall be paid in full on or before [insert date] (the "Closing Date").


All payments shall be made in US dollars, by [insert payment method, e.g., wire transfer, bank check, cash].



3. REPRESENTATIONS AND WARRANTIES

3.1. Representations and Warranties of Seller


Seller represents and warrants to Buyer as follows:



  1. Seller has full power and authority to enter into this Agreement and to convey the Assets to Buyer;

  2. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder have been duly authorized;

  3. This Agreement constitutes a valid and legally binding obligation of Seller, enforceable in accordance with its terms;

  4. There are no outstanding liens, encumbrances, or claims of any kind against the Assets;

  5. The Assets are in good working order and condition, ordinary wear and tear excepted, and are free from any defects or conditions that materially impair their value or intended use; and

  6. Seller has disclosed to Buyer all material warranties, representations, and other agreements, if any, made by any manufacturer, seller, or other third party with respect to the Assets.



3.2. Representations and Warranties of Buyer


Buyer represents and warrants to Seller as follows:



  1. Buyer has full power and authority to enter into this Agreement and to perform its obligations hereunder;

  2. The execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations hereunder have been duly authorized;

  3. This Agreement constitutes a valid and legally binding obligation of Buyer, enforceable in accordance with its terms; and

  4. Buyer has had the opportunity to inspect the Assets and has either conducted an independent inspection or has waived its right to inspect the Assets.



4. CLOSING

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. INDEMNIFICATION

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. GOVERNING LAW AND DISPUTE RESOLUTION

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. MISCELLANEOUS

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.



7.3. Amendments


This Agreement may be amended or modified only by a written instrument executed by both Parties.



7.4. Headings


The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.



IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

SELLER: BUYER:

/s/ Jennifer Anderson /s/ Robert Wilson
Jennifer Anderson Robert Wilson

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Sections of an Asset Sale Agreement


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

  1. Sale of Assets
  2. Purchase Price and Payment Terms
  3. Representations and Warranties
  4. Closing
  5. Indemnification
  6. Governing Law and Dispute Resolution
  7. Miscellaneous


Summary of the sections:

  1. Sale of Assets : This section outlines the specific assets being sold and transferred from the Seller to the Buyer. It's like a shopping list of items included in the sale.

  2. Purchase Price and Payment Terms : This section details the total price the Buyer will pay for the assets and how the payment will be made (e.g., deposit, balance, payment method). It's like the price tag and payment plan for the assets being sold.

  3. Representations and Warranties : Both the Seller and Buyer make promises and assurances about their authority, the assets, and their ability to complete the transaction. It's like a guarantee that both parties are being honest and can fulfill their obligations.

  4. Closing : This section specifies when the transaction will be finalized, and the necessary documents will be exchanged. It's like setting a date for when the deal will be officially completed.

  5. Indemnification : Both parties agree to protect and compensate each other for any losses or damages resulting from breaches of the agreement. It's like an insurance policy to cover any potential issues that may arise from the transaction.

  6. Governing Law and Dispute Resolution : This section establishes the laws that will govern the agreement and the process for resolving any disputes between the parties. It's like a rulebook and referee for any disagreements that may occur.

  7. Miscellaneous : This section covers various additional terms, such as the agreement being binding on both parties, the entire agreement between the parties, and how the agreement can be amended. It's like a catch-all for any remaining details not covered in the other sections.

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