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