Business Transfer Agreement A Business Transfer Agreement governs the transfer of a business or its assets, specifying transfer terms, purchase price, due diligence, and representations and warranties related to the transfer.
This Business Transfer Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Insert Date], by and between:
a) ProTech Innovations, a [State] corporation, having its principal place of business at [Address] (hereinafter referred to as the "Buyer")
b) SwiftBiz Solutions, a [State] corporation, having its principal place of business at [Address] (hereinafter referred to as the "Seller")
The Buyer desires to acquire the business currently operated by the Seller (hereinafter referred to as the "Business"), including all its assets and liabilities as described in this Agreement, and the Seller is willing to transfer the Business to the Buyer, on the terms and conditions set forth herein.
3.1. "Business" means the software development company SwiftBiz Solutions, which specializes in mobile app development, together with all its operations, assets, liabilities, and agreements.
3.2. "Closing Date" means the date of the completion of the transfer of the Business from the Seller to the Buyer.
3.3. "Purchase Price" means the consideration for the transfer of the Business, as provided for in Section 4.1 below.
4.1. Purchase Price and Payment
The Buyer agrees to pay the Seller a total purchase price of [Insert Amount] United States Dollars (USD) (the "Purchase Price") for the Business, payable as follows:
a) [Insert Amount] United States Dollars (USD) to be paid by wire transfer or cashier's check to the Seller on the Closing Date;
b) Any remaining balance to be paid to the Seller in accordance with a promissory note, with the principal and interest payments to be made as set forth in the promissory note attached hereto as Exhibit A.
4.2. Transfer of Assets and Liabilities
As of the Closing Date, the Seller shall transfer to the Buyer all assets and liabilities of the Business, as described in Schedule 1 attached hereto, including but not limited to, Intellectual Property, equipment, furniture, machinery, software, licenses, permits, accounts receivable and payable, and other property, and the Buyer shall assume all said assets and liabilities for the Business.
The Buyer shall have the right, within thirty (30) days after the execution of this Agreement, to conduct a comprehensive review and investigation of the Business, including but not limited to, its financial, operational, legal, and regulatory affairs, and other matters reasonably required to evaluate the risks and benefits associated with the proposed transfer of the Business. The Seller shall fully cooperate with the Buyer and provide any requested information and documents in connection with the due diligence process. Based on the due diligence review, the Buyer may terminate this Agreement by written notice to the Seller, without any liability to the Seller, within the thirty (30)-day due diligence period.
6.1. Seller's Representations and Warranties
The Seller represents and warrants to the Buyer, as of the date of this Agreement and as of the Closing Date, as follows:
a) The Seller has full power, authority, and legal right to enter into this Agreement and perform its obligations hereunder;
b) The Seller has obtained all necessary approvals, consents, and authorizations required for the transfer of the Business;
c) The Seller has the ownership and right to transfer all the assets and liabilities of the Business, free and clear of any and all liens, encumbrances, or claims;
d) The Seller has duly filed all tax returns and paid all taxes, fees, and other charges related to the operation of the Business.
6.2. Buyer's Representations and Warranties
The Buyer represents and warrants to the Seller, as of the date of this Agreement and as of the Closing Date, as follows:
a) The Buyer has full power, authority, and legal right to enter into this Agreement and perform its obligations hereunder;
b) The Buyer has obtained all necessary approvals, consents, and authorizations required for the transfer of the Business;
c) The Buyer has the financial capacity to pay the Purchase Price.
The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on [Insert Date] or such other date as the parties may mutually agree upon in writing. The Closing shall take place at the offices of the Buyer, or such other location as the parties may mutually agree upon in writing.
Each party agrees to indemnify and hold harmless the other party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of any breach of any representation, warranty, or covenant made by such party in this Agreement, or out of the operation of the Business prior to the Closing Date by the Seller or after the Closing Date by the Buyer.
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 its conflicts of laws principles. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, which arbitration shall be held in [Insert City, State].
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, of the parties. This Agreement may be amended or modified only by a written instrument executed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that this Agreement may be executed by electronic signature.
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In this Business Transfer Agreement, you will see the following sections:
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