Asset Sale Agreement Template

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Asset Sale Agreement

 

This Asset Sale Agreement (this “Agreement”) is made and entered into as of [Date], 2016, by and between Company A, a [State] corporation (“Seller”), having an address at the following: _____________ and Company B, a [State] corporation (“Purchaser”), having an address at the following: _______________. The parties shall individually be referred to as “Party” and collectively as the “Parties”.

 

RECITALS

  1. Seller desires to sell, and Purchaser desires to purchase, from Seller, certain assets (the “Assets”) of Seller as described in Schedule 1 attached hereto and made a part hereof, and the parties hereto agree to sell and purchase such Assets on the terms and conditions set forth in this Agreement.

 

AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

  1. Sale and Purchase of Assets . Seller hereby sells, assigns, transfers, conveys and delivers to Purchaser, and Purchaser hereby purchases and accepts from Seller, the Assets on the terms and conditions set forth in this Agreement. Buyer agrees to purchase the Stock for the total sale price of $_________ (_________) (“Total Sale Price”). This sale leaves Seller with no rights in the Corporation.

The Total Sale Price will be paid in one lump sum payment. The methods of payment Seller will accept are as follows: _______________.

 

  1. Assumption of Liabilities . Purchaser hereby assumes and agrees to perform and discharge all obligations of Seller arising under and pursuant to the contracts and agreements listed on Schedule 2 attached hereto and made a part hereof (collectively, the “Contracts”), including, without limitation, the payment of all sums due and owing thereunder. Notwithstanding the foregoing, nothing herein shall be construed to require Purchaser to assume any liability or obligation of Seller under any contract or agreement not listed on Schedule 2 .

 

  1. Excluded Assets . Notwithstanding anything to the contrary contained herein, the following assets of Seller are excluded from the sale and purchase of Assets pursuant to this Agreement and will not be transferred to Purchaser: [Description of Excluded Assets].

 

  1. Title to Assets . Seller hereby warrants and represents to Purchaser that, as of the date of this Agreement: (a) Seller is the sole and exclusive owner of the Assets, free and clear of all liens, charges, claims and encumbrances of any kind whatsoever; and (b) the transfer of the Assets to Purchaser pursuant to this Agreement will not violate or contravene any agreement to which Seller is a party or by which Seller is bound.

 

  1. Seller’s Representations and Warranties . Seller hereby represents and warrants to Purchaser that:
    1. Organization, Standing and Qualification . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of [State], and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.
    2. Authorization . The execution and delivery of this Agreement by Seller, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
    3. Contracts; No Violation . The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, (i) will not, with or without the giving of notice or the passage of time or both, result in a material violation or breach of any provision of Seller’s certificate of incorporation or bylaws or any material contract or agreement to which Seller is a party or by which it is bound, (ii) will not, with or without the giving of notice or the passage of time or both, result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Seller, and (iii) will not violate any law or regulation to which Seller or its properties or assets are subject.
    4. Consents and Approvals . No consent, approval, authorization or order of, or registration, qualification, designation, declaration or filing with, any court or governmental body or other third party is required in connection with the execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby.

 

  1. Purchaser’s Representations and Warranties . Purchaser hereby represents and warrants to Seller that:
    1. Organization, Standing and Qualification . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of [State], and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted.
    2. Authorization . The execution and delivery of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
    3. Contracts; No Violation . The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, (i) will not, with or without the giving of notice or the passage of time or both, result in a material violation or breach of any provision of Purchaser’s certificate of incorporation or bylaws or any material contract or agreement to which Purchaser is a party or by which it is bound, (ii) will not, with or without the giving of notice or the passage of time or both, result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Purchaser, and (iii) will not violate any law or regulation to which Purchaser or its properties or assets are subject.
    4. Consents and Approvals . No consent, approval, authorization or order of, or registration, qualification, designation, declaration or filing with, any court or governmental body or other third party is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the consummation by Purchaser of the transactions contemplated hereby.

 

  1. Closing . The closing of the sale and purchase of the Assets pursuant to this Agreement (the “Closing”) will take place on [Date], 2016, at the offices of [Name of Purchaser’s Counsel], at [Address], or at such other time and place as the parties may agree. At the Closing, the following actions will take place:
    1. Seller will deliver to Purchaser good and marketable title to the Assets, free and clear of all liens, charges and encumbrances, and Purchaser will pay to Seller the aggregate purchase price for the Assets in immediately available funds by wire transfer of funds to an account designated by Seller in writing prior to the Closing Date.
    2. Purchaser will assume and agree to perform and discharge.

 

  1. Expenses. Each Party is responsible for paying its own costs and expenses in connection with this Agreement.

 

  1. Dividends And Voting. The Parties agree that all dividends issued prior to the Closing Date shall belong to Seller and all dividends issued after the Closing Date shall belong to Buyer. Seller shall maintain all voting rights in the Corporation before the Closing Date and any applicable voting rights will transfer to Buyer after the Closing Date.

 

  1. Execution

IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed on the following date: _________.

 

Seller: __________

Signature: __________

 

Buyer: __________

Signature: __________