Fill and Sign the Agreement for Purchase of Business Assets from a Corporation Form

Agreement for Purchase of Business Assets from a Corporation Asset Purchase Agreement made on the       day of       , 20       , between       , a corporation organized and (Name of Buyer) existing under the laws of the state of       , with its principal office (Name of State) located at       , referred to herein as Buyer, and (Street Address, City, County, State, Zip Code)       , a corporation organized and existing under the laws of the (Name of Seller) state of       , with its principal office located at (Name of State)       , referred to herein as Seller. (Street Address, City, County, State, Zip Code) Subject to approval by Seller's stockholders of the terms and conditions of this Agreement and the nature and amount of the consideration to be received by Seller under this Agreement, the parties agree as follows: I. Promise to Buy and Sell. Seller agrees to sell and Buyer agrees to purchase all the assets and property of Seller, including its goodwill in the items, listed in Exhibit A, attached to and by this reference made a part of this Agreement, for the consideration, under the terms and conditions, and subject to the warranties and representations set forth in this Agreement. II. Instruments of Transfer. The sales, assignments, and deliveries to be made to Buyer pursuant to this Agreement shall be affected by deeds, bills of sale, endorsements, checks, and other instruments of transfer in such form as Buyer shall reasonably request. Seller shall prepare appropriate forms of instruments of transfer and conveyance in conformity with this Agreement and shall submit them to Buyer for examination at least       days in advance of the closing date. Any time and from time to time after the closing date, on Buyer's request, Seller will do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, and powers of attorney as may be required in conformity with this Agreement for the adequate assigning, transferring, granting, and confirming to Buyer of the assets and properties sold to Buyer. III. Consideration. Buyer, in consideration of the covenants, conditions, and representations of Seller, recited in this Agreement, shall pay to Seller, at closing, the sum of $       . Assets transferred to Buyer shall be valued as follows:       . (Describe Method of Valuation of Assets) The purchase price shall be allocated as follows:       . (allocation of purchase price to assets being sold) IV. Warranties and Covenants of Seller. Seller agrees, represents, and warrants as follows: Agreement for Purchase of Business Assets from a Corporation Page 1 of 5 A. Seller is duly incorporated and authorized to do Business under the laws of       . (Name of State) B. The execution of this Agreement has been duly authorized by the Board of Directors of Seller. C. Seller shall use its best efforts to obtain, on or before       , the approval (Date) of its shareholders of the terms and conditions of this Agreement and of the nature and amount of the consideration to be received by Seller under this Agreement. D. The balance sheets and profit and loss statements of Seller, attached to this Agreement as Exhibit B and by this reference made part of this Agreement, fully and correctly reflect the financial condition, assets and liabilities, and operation of Seller as of the dates stated in such documents. E. The list of accounts and notes receivable, attached as Exhibit C and by this reference made a part of this Agreement, is complete as of the date of this Agreement. If any accounts or notes receivable so listed or acquired by Seller before the closing date are not fully paid when due, Seller agrees to pay them in full on written notice by Buyer of any default, provided that Seller's liability shall be limited to the amount exceeding the reserve for bad debts shown in Seller's balance sheet. F. Seller has good and marketable title to all assets and property sold under this Agreement, except as otherwise stated in the Exhibits attached to this Agreement and except for property disposed of or encumbered in the ordinary course of Business. All tangible property sold under this Agreement is in good condition and repair and conforms to all applicable zoning, building, safety, and other regulations. G. Attached as Exhibit D, and by this reference made a part of this Agreement, is a list of insurance policies in effect with respect to Seller's property and Business as of the date of this Agreement. Seller agrees to continue this insurance, or insurance with similar coverage, until the closing date. H. Seller agrees to use its best efforts to obtain the necessary consents for the assignment or transfer of any contract, lease, license, or permit to be assigned or transferred under this Agreement and to perform its duties under such contracts, leases, licenses, and permits without default until the closing date. I. Seller agrees to disclose to Buyer not later than       days after the closing (Number) date, all trade secrets, customer lists, and technical information held or controlled by Seller and relating to the Business sold under this Agreement. Agreement for Purchase of Business Assets from a Corporation Page 2 of 5 K. Until the closing date of this Agreement, Seller shall not, without the written consent of Buyer, dispose of or encumber any of the assets or property to be sold under this Agreement, with the exception of any transactions occurring in the ordinary course of Seller's Business. Seller shall use its best efforts to preserve its Business and goodwill. Seller further agrees to permit Buyer and its representatives full access to its property and records any time prior to the closing date during normal Business hours and to supply all information concerning its property and affairs as Buyer may reasonably demand. V. Closing Date. The closing date shall be       , and the closing shall take (Date) place on that date at       :       , in the offices of (e.g., Seller or Buyer) at       , or at such other time and place as the (Street Address, City, County, State, Zip Code) parties shall agree. VI. Indemnification and Resolution of Claims. A. In case of claim of breach of contract by either party, the party so claiming shall notify the other party in writing, indicating the alleged breach and the amount of damages claimed. In case of dispute as to the existence of a breach, or the amount of damages, the parties shall submit the dispute to Arbitration as set forth in Section XVII below. B. Except as otherwise expressly provided in this Agreement, Seller shall indemnify Buyer against any liability connected with the assets or Business sold under this Agreement accruing as a result of acts or omissions occurring before the closing date, and Buyer shall indemnify Seller against any such liability accruing as a result of acts or omissions occurring after the closing date. Each party to this Agreement shall cooperate with the other party in defending claims for which the other party is or may be liable under this provision by giving notice to the other party of the assertion or existence of any such claim and by furnishing such documents and information as may be useful in defense of such claims. VII. Transfer of Title and Risk of Loss. Title to the assets and property sold under this Agreement shall pass to Buyer on the closing date on delivery to it of the proper instruments of transfer. If at any time any of the tangible property sold under this Agreement shall have been lost or damaged, except for damage or loss through use and wear in the ordinary course of Business, by any cause or event beyond the reasonable power and control of Seller, Buyer shall be entitled to collect all insurance proceeds collectible by reason of such loss or damage or, if the amount of the loss or damage exceeds       % of the value of that property, Buyer shall have the right to elect to complete the sale and collect all insurance proceeds or to terminate this Agreement in lieu of any other right or remedy. If Buyer becomes entitled to collect insurance under this provision, the purchase price of lost or damaged assets covered by insurance shall not be reduced. VIII. Impossibility of Performance. If, except as otherwise provided in this Agreement, either party shall be prevented from completing the sale for any cause beyond its reasonable power and Agreement for Purchase of Business Assets from a Corporation Page 3 of 5 control, the other party may elect to accept partial performance or, in lieu of any other remedy, elect to terminate this Agreement. VIII. Sales and Use Taxes. Any sales or use tax payable by reason of the sale of any of the assets under this Agreement shall be paid by Buyer, and such payment shall not be construed as part of the purchase price. Seller agrees to furnish to Buyer resale certificates for any items sold to Buyer for resale. Seller shall also obtain and deliver to Buyer a clearance receipt of the       for sales and use taxes due from Seller. (Name of Government Agency) IX. Inventory of Goods to be Sold. An inventory of all stock in trade, supplies, fixtures, furnishings, and equipment shall be taken by Seller and Buyer on       . The (Date) inventory of Seller's stock in trade shall set forth the aggregate value for which the items are to be sold under this Agreement based on Seller's actual cost for each item. X. Books and Records. Sellers shall have the right to retain minute books, stock books, and other corporate records of Corporation having exclusively to do with a corporate organization or capitalization. All other records and books of account of every kind and nature shall be delivered to, and become the property of, Buyer. Each party shall have reasonable access to and the right to make extract copies of all books, records, and documents referred to in this agreement that are in the possession of the other party. XI. Costs. Buyer shall bear the cost of title insurance premiums and record costs. All other costs incidental to the sale under this Agreement shall be borne by the parties equally. XII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XV. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. Agreement for Purchase of Business Assets from a Corporation Page 4 of 5 XVI. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XVII. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XVIII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XIX. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XXI. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XXII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.             (Name of Buyer) (Name of Seller) (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Attach Exhibits Agreement for Purchase of Business Assets from a Corporation Page 5 of 5