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Form #1253ASSET PURCHASE AGREEMENT
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ASSET PURCHASE AGREEMENT
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ASSET
PURCHASE AGREEMENT
THIS AGREEMENT made this ________ day
of __________, (year)________ by and between ____________________ (Seller), and
___________________I (Purchaser).
WITNESETH:
In consideration of the mutual
covenants hereinafter contained, it is hereby agreed by and between the parties
hereto as follows:
1. Seller shall sell and Purchaser
shall purchase, free and clear of all liens, encumbrances and liabilities,
those assets of Seller's business, commonly known as ________________
consisting of _________________________ and equipment, all of which are more
fully described and enumerated in Schedule A which is attached hereto and by
this reference made a part hereof.
2. Purchaser shall pay the Seller as
the purchase price for the foregoing the sum of _________________________
DOLLARS. The total purchase price shall be payable in cash at closing.
For Purchaser, the closing of this
Agreement is contingent upon Purchaser's obtaining a firm commitment for a loan
of at least $______________ payable with interest not to exceed
___________________ and payable over a_____________ year period and otherwise
on terms customarily required by the lender for commercial loans.
3. Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Seller shall sell,
assign, transfer, and convey to Purchaser the assets, free of all liabilities.Â
  Â
4. All equipment included in the
sale shall be in good working condition at the time of sale. Purchaser shall
accept the assets "as is" without warranty as to their condition and
operation.
5.  The actions to be taken by the
parties hereto to close the transaction as provided shall take place on or
before _________________________(year)_______________ at the office of
_______________________________________________ Attorney at Law,
________________________________________ (address) hereinafter referred to as
the ("Closing Date"). At the closing, Seller shall deliver to
Purchaser possession of the assets, and good and sufficient instruments of
transfer, conveying and transferring the assets to Purchaser. Such delivery
shall be made against payment and delivery to the Seller of the price as set
forth herein above. The instruments of transfer shall contain covenants and
warranties that Seller has good and marketable title in and to the assets.
6. Seller covenants, warrants and
represents:
(a)Â He or She is not presently
involved in any activity or outstanding dispute with any taxing authority as to
the amount of any property taxes due, nor has he/she received any notice of any
deficiency, credit or other indication of deficiency from any taxing authority.
(b)Â He or She is the owner of and
has good and marketable title to all of the assets enumerated in the attached
Exhibit A, free from all encumbrances, except ___________
______________________________________________________________________
(c)Â Purchaser waives the benefit of
the ______________________________________ (applicable statute); provided,
however, that Seller shall indemnify and hold harmless Purchaser from any and
all claims of its creditors and such assets shall transfer to Purchaser, free
and clear of all liens and encumbrances.
All representations and warranties
made by Seller shall survive the Closing.
7. Seller hereby assumes all risk of
loss, damage or destruction resulting from fire or other casualty to the time
of transfer of assets and Closing.
1
8. This Agreement shall be binding
upon the personal representatives, successors and assignees of the parties.Â
This Agreement and any accompanying instruments and documents include the
entire transaction between the parties and there are no representations,
warranties, covenants or conditions, except those specified herein or in
accompanying instruments and documents.
9. All covenants, warranties and
representations herein shall survive this Agreement and the Closing Date.
10. This Agreement shall be governed
in all respects by the laws of the State of
_____________________________________________________________________
IN WITNESS WHEREOF, the parties
hereto have set their hands and seals, the date and place first above written.
__________________________________
(SEAL)
________________________________________
Seller
__________________________________
(SEAL)
________________________________________
Purchaser
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Terms Of Use
Submissions to this site, including any legal or business forms, posts, responses
to questions or other communications by contributors are not intended as and should
not be construed as legal advice. You are strongly encouraged to consult competent
legal council before engaging in any action based upon content contained on this
site.
These downloadable forms are only for personal use. Retransmission, redistribution,
or any other commercial use is prohibited. This includes reposting forms from this
site to another site offering free legal or other document forms for download.
Please note that the donator may have included different usage terms regarding this
form, and you agree to abide by these terms. It is highly recommended that you have
a licensed attorney review any legal documents for which you are searching in order
to make sure that your needs are being properly and completely satisfied.
Your use of this site constitutes your acceptance of our terms of use and your agreement
to hold this site, its officers, employees and any contributors to this site harmless
for any damage you might incur from your use of any submissions contained on this
site. If you do not agree to the above terms, please do not proceed.
These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com
is not engaged in recommending or referring members on the site or making claims
about the competence, character or qualifications of its participating members.
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