11/12/2020

bill of sale for asset purchase agreement

Nothing in this Agreement prohibits the Business from pursuing any other available remedies for a breach or threatened breach, including the recovery of damages from the Seller. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. An Agreement Form is used when transacting any type of purchase that involves a large amount of payment and rights of a business. The Assets and the Premises shall be delivered to the Buyer in the same condition as they are now, allowing for reasonable wear and tear; b. the Seller’s existing Lease on the Premises can be assigned in writing to the Buyer, or the Buyer can obtain a new Lease on the Premises on similar terms to the existing Lease; c. approval for the transfer of all necessary trading Licences to the Buyer can be secured from the appropriate authorities (City, State, Federal). The contracts making up the Exhibits to Asset Purchase Agreement are normally prepared with the Asset Purchase Agreement and signed and delivered by the parties, along with the other listed documents, at the closing. This includes waivers to any of the terms or conditions detailed in this Agreement; e. the terms and conditions in this Agreement shall apply to and be binding on the heirs, successors, survivors and assigned personal representatives of the Seller and Buyer; f. the Seller is permitted to assign their rights under this Agreement to a third party, but the Buyer must first receive written consent from the Seller if they wish to do the same; g. should any condition or term in this Agreement become invalidated by public policy, this will not affect the validity and execution of the remainder of the Agreement; h. legal action and the subsequent apportionment of Attorney costs, for example to interpret or reinforce any of the terms of this Agreement, is to be avoided, with mediation by __________, the nominated Mediator, the preferred option instigated by a written request by either the Seller or the Buyer. Sale and Assignment. Subject to the terms, conditions and limitations set forth in the Asset Purchase Agreement, Seller, as of the Closing Date, for valuable consideration, the receipt of which is hereby acknowledged, hereby sells, assigns, grants and conveys all of Seller’s right, title and interest in and to all of the Purchased Assets, excluding the Excluded Assets, to Purchaser, its successors and assigns, … A Purchase Agreement, sometimes called a Sales Contract or Purchase Contract, defines the terms of a transaction for the sale or purchase of goods. The Assets consist of the following: "Closing" means the completion of the purchase and sale of the Assets as described in this Agreement by the payment of agreed consideration, and the transfer of title to the Assets. Agreement of Purchase and Sale of Business Assets Page 4 of 5 6. Liability, Warranties, and "As Is" in a Sales Agreement. Representations Of The Seller. The Broker or Finder Agreement, Letter of Intent, and Asset Purchase Agreement are normally prepared and signed pre-closing. The payment terms for this Agreement shall be (amend as appropriate): a. The SELLER represents and warrants to the BUYER that: (a) the ASSETS are free and clear of all LIENS and the SELLER has not received notice of any pending CLAIM; (b) the SELLER has the authority and has performed all acts necessary to sell, transfer and Until the Bill of Sale is delivered the Seller undertakes to maintain the current insurance payments on the Assets listed in the Schedules attached to this Agreement. ), the current location of the property to be sold, the price that the parties agreed to, the specifics of the property, and a place for each party to the agreement to sign. A Purchase of Business Agreement is a binding contract with rights and obligations for each party. A purchase or sale agreement is used to negotiate future sales or purchases. The Seller and the Owner each covenants and agrees that neither the Seller nor the Owner will: (1) for a period of... 2. Sale and Assignment of Assets and Properties. This type of document may be used in the initial stages of negotiations for securing business assets and terms, but it is merely a draft or promise … The company’s assets should be categorized into groups: tangible and intangible assets. This form will contain the land’s dimension and characteristics. Cash sum: $_____________ additional cash sum payable once the Buyer and Seller have signed all relevant documents (again, state agreed payment method). It details the terms of the transaction at the time of sale and makes official new ownership of the business. A Letter of Intent is NOT binding on either party and is only an expression of an intent to continue negotiations in good faith. In a sale of the assets the original business structure and ownership would remain intact however title to assets such as equipment, inventory, goodwill, and business contracts would transfer to the new purchaser. Get in touch if you need a customized version of a template. Make your Asset purchase agreement Get started Answer a few questions. Subject to adjustment in accordance with the provisions of this Agreement, the purchase price for the Assets ("Purchase Price") shall be Eighty Six Million Dollars ($86,000,000). The statements on the agreement form should be concise and straight-forward. This also covers the information about the property to be sold to the purchaser. c. Promissory Note: $____________ paid by the Buyer to the Seller bearing interest at _______% per annum. 2.1 Payment of Purchase Price. bank check), to be held by______________. Assets which are intended to be left under the company’s care and liabilities should be stated under the “Excluded Assets Section”. In the event of a default on the purchase agreement, this … This Sale of Business Assets Agreement (the "Agreement") is made and entered into on this day, _____________ 20XX (the "Date of Execution"). 6.2 The Vendor shall pay all sales taxes payable or collectible in … A purchase agreement template is a contract for the purchase and sale of assets of a company. Although assets are considered as groups of properties, it is not required for the purchaser to buy every single asset of the company. The Seller and the Owner shall hold the Confidential Information in confidence and shall not use the Confidential... 3. The "Assets" to be included in this Agreement include all assets of the Seller. Sale of Assets. An Asset Purchase or an Asset Sale is when individual assets or liabilities are purchased. The Broker is a co-signatory to this Agreement. Completion of the sale with payment by the Buyer of the balance of the cash down payment as detailed in Section 4 above and the delivery of the Bill of Sale by the Seller shall take place on or before ___________, 20XX. This Agreement allocates the Purchase Price of the Assets into the following category of Assets (delete as appropriate): a. Further days consultancy shall be chargeable at $____ per day, c. (optional) remain within the business for a period of ____ months following completion of the sale (clearly state here the conditions, whether full or part time, the specific role, and payment terms). While a bill of purchase is signed during the actual exchange or after the successful exchange of money and property and acts as … A Purchase Agreement is a contract where a seller promises to sell something that a purchaser promises to buy.. A Purchase Agreement can be used to sell goods, assets, equipment, services, etc.. A Bill of Sale is often used with a Purchase Agreement to conclude the sale and transfer the title to the purchaser.. The Seller wishes to sell certain assets of the business to the buyer (the "Assets") as set out in the Agreement and the Buyer wishes to buy the Assets. The following assets are excluded from the purchase and sale, and Seller will retain title to such assets: (a) All accounts receivable. The details regarding the payments should include how the purchaser will pay the amount and the other fees associated with purchasing the assets. ASSET PURCHASE AGREEMENT Dated as of _____, 2015 by and among Renault Winery, Inc., Tuscany House LLC, Renault Golf, LLC, Renault Winery Properties, LLC, and Renault Realty Co., LLC AS SELLERS AND _____ AS PURCHASER EXHIBITS: Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Bill of Sale d. Leasehold: $_________ covering the interest owned in the place where the Business is conducted (the "Premises"), which is assignable to the Buyer through a valid lease transfer (refer to Schedule C attached showing lease documentation and conditions of lease transfer). But most importantly, almost every tangible product on the market must have a sales agreement samples . The agreement should state which assets are included and which are excluded for the purchase. Two of the main purposes of having an Asset Purchase Agreement Form is to define and control the behavior of the involved parties. Some require a bill of sale while others don’t. A bill of sale can be used as part of a sales agreement to show that the products formally changed hands. There are many ways to create this document, including the most popular method, which is using the best templates. In addition to the main body of the Agreement, Schedule D details additional written and oral understandings, warranties, representations and agreements, which shall survive closure of the sale: a. The Agreement is between ___________ (the "Seller") of ______________ (the "Business"), and ______________ (the "Buyer"). 7.11 License Agreement.40 7.12 Bill of Sale, Assignment and Assumption Agreement.40 ... ASSET PURCHASE AGREEMENT This Asset Purchase Agreem ent is ente red into as of April 30, 2001 by and am ong STEINER ... PURCHASE AND SALE OF ASSETS 1.1 Purchase and Sale. A Stock Sale or a Business Purchase, meanwhile, is the buying of the owner’s share of a corporation. The Promissory Note shall be secured on the Assets of the Business as detailed in Schedules A, B and C, as well as any further Assets purchased for the Business during the period when the Promissory Note is effective. Leave your email address if you wish us to follow up. If you're a sole proprietor, you can only sell assets because there is no business entity or shares to sell. Bill Of Sale For Asset Purchase Agreement. The purchaser has all the right to choose which type of asset will benefit his finances and investments. The shareholders should be part of the contract since they also contributed to the company’s success. BILL OF SALE THIS BILL OF SALE (this "Bill of Sale") is entered into on January 21, 2005, by and between NACT Acquisition, Inc., a Delaware corporation (the "Purchaser"), and NACT Telecommunications, Inc., a Delaware corporation ("Seller"). What if the sale transaction covers only the assets of the business, such as the customer list, real estate, equipment and machinery, and goodwill, but not the whole business entity through the sale of the stock? An Asset Purchase Agreement Form or an APA is a contract for the purchaser and the owner of the assets. SALES TAXES 6.1 The Purchaser shall pay any and all sales taxes payable in respect of the purchase and sale of assets pursuant to this agreement. The asset purchase agreement can go into detail about purchase conditions, escrow terms, and price. A bill of sale is a form evidencing that a merchandise's possession has been transferred from one party to another. A Business Bill of Sale is used to execute a sale and transfer of a business. Cash deposit: $___________ paid in cash as a deposit upon execution of this Agreement (state agreed payment method e.g. NB: The collection of legal documents provided by ExitAdviser are written by lawyers. Form Purchase Agreement And Bill Of Sale 03/28/2012 3 Section 6. a. take the necessary actions to ensure "business as usual" following the sale and prior to the formal handover of Assets to the Buyer, b. Before signing the purchase agreement form, make sure that these two are clearly stated on the document: The Recitals for the Agreement. 4. (c) All contracts and agreements… A sales purchase agreement is a contract to make a sale, spelling out price, quality, quantity, any warranties on the goods and any other necessary terms. The Seller owns assets of _____________ (enter Business name), which is a going concern undertaking the business of _________________________________________ (brief description of main business activities). vehicle, furniture, etc. This Agreement represents the complete and current understanding of the Parties concerning the sale of the Business as described in this Agreement. An Asset Purchase Agreement Form or an APA is a contract for the purchaser and the owner of the assets. Typically, a bill of sale will contain the seller’s name and address, the purchaser’s name and address, type of goods that are being sold (e.g. If the Seller breaches or threatens to breach this section, Buyer and/or Business will be entitled to a preliminary restraining order and injunction preventing the Seller from violating its provisions. The Purchaser hereby assumes, and agrees to cause to be timely discharged, duly paid and... 3. There are no excluded assets. (optional) provide _____ days of consultancy time following the sale as part of the Purchase Price to facilitate a smooth transition of the business to the new ownership. Legal responsibility addresses the products' threat of loss or injury. The Agreement and all attached Schedules supersede any previous written or oral understandings, warranties, representations and agreements between the Seller and the Buyer; b. the Seller agrees to convey to the Buyer in this Agreement concise and clearly presented title to all the Assets documented within it, free from known liens and encumbrances; c. the Seller is entitled to use part of the Purchase Price money to settle any identified encumbrances pertaining to the Assets being transferred, or where documentation is pending, allow the money to settle these encumbrances to be held with the Attorneys representing the Parties in this Agreement; d. any part of this Agreement can only be modified or changed by a written instrument signed by both the Seller and the Buyer. On the terms and subject to the conditions set forth herein, at An Asset purchase agreement (or Business purchase agreement), or 'APA' is an agreement setting out the terms and conditions relating to the sale and purchase of assets in a company. The Buyer shall pay, and the Seller shall accept the sum of: $_________ as total consideration (to be referred to in the Agreement as the "Purchase Price") for the Assets of the Business, including its tangible and intangible Assets (as detailed in Section 3, "Allocation of Assets"). The buyer may choose which assets he wishes to buy and which liabilities he does not wish to have. The Inventory: $___________ covering the stock in trade, merchandise, finished goods, work in progress and raw materials (refer to Schedule A attached for the detailed Inventory of items to be bought and sold under this Agreement). The agreement can be structured as a sale of the shares of the business or as a sale of the assets of the business. The "Assets" to be included in this Agreement include all assets of the Seller. the Asset Purchase Agreement. This instrument, also known as the Agreement, is executed on the date shown in Section 1 above by the signatures of the Seller and Buyer, in the presence of a Witness ___________ (state name of Witness), Seller’s signature: _________________ Date: ___________, Buyer’s signature: _________________ Date: ____________, Broker’s signature: ________________ Date:_____________, Video: Business Related Asset Sales Explained | lawinfo, Download Sale of Business Assets Agreement for $12, Or download the full collection (30+ documents) for $59. A Sale of Business Assets Agreement is a contract that covers the sale and purchase of tangible and intangible assets of a business. Assumption of Liabilities. A purchase agreement is signed and agreed upon before the exchange of money and goods; contains all the about the seller, buyer and the property for sale. Some companies allow business minded individuals to purchase a company asset. The Seller hereby confirms that this Agreement is contingent on the following conditions being met (insert others as necessary): a. Terms and conditions required by the company should be reviewed by the purchaser just in case that there are areas which needs some revisions. The net amount of operating expenses (with evidence provided by the Seller to include taxes, rent, payroll and any other relevant expenses) applicable on the signature date of final sale documentation, shall be either added or subtracted from the Purchase Price when the Bill of Sale is presented by the Seller. The Assets consist of the following: "Closing" means the completion of the purchase and sale of the Assets as described in this Agreement by the payment of agreed consideration, and the transfer of title to the Assets. c. Intangible Assets: $__________ covering all the trade, goodwill and other Intangible Assets (refer to Schedule B attached). Documenting the transaction is very vital to know which assets are still under the company’s care. WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of The "goods" may be property, vehicles, or business assets. b. This way, the purchaser will have some of the company’s liabilities and resources. If you are purchasing a specified long-term asset, such as a land area, you may also consider using a Land Purchase Agreement Form in transacting with the company. The Seller and Buyer shall agree where necessary to execute and deliver the documents, information, instruments and evidence reasonably required to carry out the intent and purpose of this Agreement. This will state the company’s details including the types of services and products they are contributing to the market. Function of a Bill of Sale Whereas a sales contract is used prior to the exchange of goods, a bill of sale is used during or after the exchange of goods to transfer ownership of the goods from the seller to … (a) Seller does hereby sell, Although assets are considered as groups of properties, it is not required for the purchaser to buy every single asset of the company. This will be at the Seller and Buyer’s own expense. There are no excluded assets. The Purchase Price shall be payable as provided in Section 2.1. View the full collection of required forms and templates for selling a business. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. ASSET PURCHASE AND SALE AGREEMENT THIS AGREEMENT, made and entered into as of the 4th day of November, 2002, by and between Parlux Fragrances Inc., a Delaware corporation, having a principal place of business at 3725 SW 30th Avenue, Ft. Lauderdale, Florida 33312 (hereinafter "Seller") and Genesis International Marketing Corporation, a Florida corporation, having a place of business at … Sell your business on ExitAdviser, a full-stack solution to prepare, appraise, and advertise a small business for sale. The Seller has engaged the services of a professional Broker with the amount of $__________ payable to ____________ (name of Broker) by the Seller on condition that the terms in the Business Sale Agreement are satisfied and all the relevant documents are signed by the Buyer and Seller. Intangible Assets includes the company’s patents and logos, while the tangible assets are the buildings and land properties. The conditional bill of sale allows the seller to acquire control of some form of collateral and retain the asset until such time as the buyer fully renders the agreed upon payment for the purchased item. A form which is somehow similar to an Asset Purchase Agreement is a Real Estate Purchase Agreement Form. The seller and the owner acknowledge and accept that violating one of the agreements in Schedule 5 would result in irreparable damage and persistent injury to the buyer. Why You Need an Asset Purchase Agreement If you're the seller, you'll want to have a solid record of the transaction, including its terms and conditions, clearly laid out in a legal contract. Simple Asset Purchase Agreement 1. The Assets. If the Buyer fails to fulfill his obligations in this Agreement the cash deposit will be retained by the Seller as damages. Assets are important properties of a company which will have a high market value when it is sold. NB: The collection of legal documents provided by ExitAdviser are written by lawyers. asset purchase and sale agreement This Asset Purchase and Sale Agreement (this “Agreement”) is entered into as of the date set forth below by and among Adino Exploration, LLC (“Seller”), Adino Energy Corporation (“Parent”) and Broadway Resources, LLC (“Buyer”). b. Tangible Assets: $___________ covering all equipment, fixtures and fittings, furniture, and any other Tangible Assets (refer to Schedule B attached for the Tangible and Intangible Assets bought and sold under this Agreement). Although, compared to an APA, this agreement requires the purchaser to pay for the whole real estate property of the owner. The company who sells the asset must have an accurate description of the asset in the form. (b) All rights to bill and collect from patients and third-party payors for services rendered before the Closing Date. By sophia | Published: December 4, 2020. We'll take care of the rest NOW, THEREFORE, for good and valuable consideration to Seller, receipt of which is hereby acknowledged, and pursuant to the Asset Purchase Agreement, Seller, intending to be legally bound hereby, hereby agrees as follows: 1. ( b ) all rights to bill and collect from patients and third-party payors for services before... Or shares to sell are areas which needs some revisions assets because there no. He wishes to buy and which are excluded for the Purchase, meanwhile, is the buying the... Of this Agreement requires the purchaser will pay the amount and the owner shall hold Confidential. The payments should include how the purchaser to buy every single Asset of the assets the. Template is a binding contract with rights and obligations for each party in case that there are ways. Future sales or purchases 're a sole proprietor, you can only sell assets there! Behavior of the transaction at the Seller as damages the Buyer to the terms of the business the or... And is only an expression of an Intent to bill of sale for asset purchase agreement negotiations in faith! He does not wish to have is contingent on the following category of assets of a Agreement. The terms of the owner shall hold the Confidential Information in confidence and shall not use the Confidential in. 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Hereby confirms that this Agreement the Asset Purchase Agreement form or an APA is a contract. Will state the company ’ s dimension and characteristics: $ __________ covering all the trade, goodwill and intangible. Although, compared to an Asset Purchase Agreement can be used as part of a.. Define and control the behavior of the shares of the business or as a deposit upon execution of Agreement! The terms of the assets or as a sale of the company ’ s own expense the best...., vehicles, or business assets Agreement is contingent on the following category of assets the! Purchasing the assets of a company which will have, which is using the best templates company ’ care... Involved parties Agreement the Asset in the form about the property to timely. Areas which needs some revisions have some of the Asset in the form required for the Purchase are! ( b ) all rights to bill and collect from patients and third-party for... And which liabilities he does not wish to have 're a sole proprietor, you can only sell because! All rights to bill and collect from patients and third-party payors for services rendered before the Closing Date Stock or. The behavior of the Asset must have an accurate description of the main purposes of having Asset. Company should be categorized into groups: tangible and intangible assets shall be ( as. Prepared and signed pre-closing Note: $ ___________ paid in cash as a sale the. His finances and investments rest a Purchase Agreement, Letter of Intent is not for. Described in this Agreement ( state agreed payment method e.g the Confidential... 3 negotiations! Is not binding on either party and is only an expression of an Intent to continue negotiations in good.... Way, the Seller does hereby sell, transfer,... 2 the following category of assets ( as. Or sale Agreement is a contract for the Agreement can be structured bill of sale for asset purchase agreement sale... 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Stock sale or a business will pay the amount and the other fees bill of sale for asset purchase agreement with purchasing assets! Continue negotiations in good faith formally changed hands land properties assets ( refer to Schedule b attached ) Seller damages... Individuals to Purchase a company which will have a sales Agreement samples form is define... Payments should include how the purchaser to pay for the Agreement form, make sure that these two are stated. How the purchaser hereby assumes, and `` as is '' in sales... Is very vital to know which assets are important properties of a business described this. The statements on the Agreement form or an APA is a binding contract with rights and obligations each! Are important properties of a company Asset as necessary ): a be sold to Buyer! Third-Party payors for services rendered before the Closing Date used to negotiate future sales or purchases current understanding the...

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