Fill and Sign the Asset Purchase Agreement for the Sale of Car Dealership Mississippi Form

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated this the day of , 20 , is made and entered into by and between as Seller (hereinafter referred to as " ") and , as Purchaser (hereinafter referred to as " "), with reference to the following recitals: RECITALS: desires to transfer and sell substantially all of the assets of as described herein, free and clear of all liens, claims and encumbrances of any nature whatsoever, to the Purchaser, . , as Purchaser, desires to acquire such assets, free and clear of all liens, claims and encumbrances of any nature whatsoever, upon the terms and conditions hereinafter set forth. AGREEMENT: NOW, THEREFORE, for and in consideration of the foregoing recitals and the mutual and dependent promises hereinafter set forth, and intending to be hereby legally bound, the parties do hereby agree as follows: ARTICLE 1: Sale and Purchase of Assets 1.1. Closing: The sale and purchase contemplated in this Article 1 shall be consummated at a closing to be held at the offices of in , at a mutually agreed upon time between the parties after all contingencies set forth in this agreement have been satisfied. The intention of the parties is to consummate this transaction as soon as possible after satisfaction of all contingencies. 1.2. Sale and Purchase: Subject to the terms and conditions hereof, at the closing, shall sell, assign, transfer, convey and deliver to the Purchaser, and the purchaser shall purchase from , all of the tangible and intangible personal property described in Exhibit "A" of the agreement and hereinafter referred to as the "Assets". will sell, assign, transfer, convey and deliver any interest it may have in the lease of the real property currently used by for the operation of the . shall sell, assign, transfer, convey and deliver the assets free and clear of all liens, claims and encumbrances whatsoever. reserves the right to reject any and all leases of any kind or nature without adjustment to the sales price in this agreement. 1.3. Purchase Price: The purchase price of the assets shall be $ which shall be allocated to the specific assets as set forth in Exhibit "A" to this agreement. As earnest money, shall deposit the sum of $ in the client trust account of upon execution of this agreement with said sum being applied to the purchase price at closing. Should be in breach of, or be unable to cure any default in any term or condition contemplated by this agreement, the agreement shall be voidable at the discretion of . If elects to void this agreement all sums placed in escrow will be returned to him without delay. If elects to proceed, ’s waiver of the specific breach or default shall not be construed as a waiver of any future breach or default. Should be in breach of, or be unable to cure any default in any term or condition contemplated by this agreement, the agreement shall be voidable at the discretion of . If elects to void this agreement, shall forfeit the earnest money held by . If elects to proceed, 's waiver of the specific breach or default shall not be construed as a waiver of any future breach or default. As a non - breaching party, either party may elect to seek specific performance of this agreement in addition to any other remedy allowed by law. 1.4 Documents to be delivered by : On or before closing, shall deliver to the following documents: (a) Bill of Sale covering all tangible and intangible property described as assets in Exhibit "A". (b) (c) (d) any and all documents required by . or any subdivision thereof necessary to effect the transfer of the to . (e) an indemnification agreement from and its shareholders to for any and all liabilities, debts, duties, taxes, liens, encumbrances, or such claims made against for liabilities, debts, duties, taxes, liens, encumbrances incurred by or its shareholders. (f) any and all lease agreements of any kind or nature. (g) any and all other documents necessary to effect the transfer contemplated by this agreement. 1.5. Adjustments to Sales Price: Should be required to pay any indebtedness, claim, return item, or any other liability of , shall be entitled to setoff the amount paid by him on behalf of against the sales price due to . 1.6. Possession: Possession of the assets transferred by this agreement shall take place immediately upon execution of this agreement. Title to the assets transferred by this agreement shall take place at closing, or upon payment by of the entire purchase price, whichever occurs first. ARTICLE 2: Representations and Warranties of Purchasers 2.1. Organization: Purchaser is acting in the capacity of an individual. However, reserves the right to transfer and assign this agreement to any business entity which he deems suitable at or before closing. 2.2. Brokerage: No broker, finder or similar agent has been engaged or employed by or on behalf of the Purchaser, and Purchaser is not obligated to pay any broker's, finder's, or similar fee in connection with the subject matter of this Agreement. ARTICLE 3: Representations and Warranties of Seller 3.1. Organization: is a corporation validly existing and in good standing under the laws of the State of . 3.2. Corporate documents: The copies of the Articles of Incorporation and all amendments thereto and of the Bylaws, as amended, minutes, and resolutions of delivered to are true and correct and complete copies thereof. 3.3. Power and Authority: has the power and authority to enter into this agreement and to carry out its obligations hereunder. The execution and delivery of this agreement and the consummation and performance of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action. When duly executed and delivered by the parties hereto, this agreement will constitute a valid and legally binding obligation of and will be enforceable against in accordance with its terms. 3.4. Title to assets: owns good, valid and marketable title to all of the assets set forth in Exhibit "A" of this accordance with its terms. 3.5. Title to assets: owns good, valid and marketable title to all of the assets set forth in Exhibit "A" of this agreement, free and clear of all liens, claims, charges, pledges, security interests, conditional sale or other title retention agreements, options to purchase, encumbrances or equitable interests of any nature whatsoever. Assets are sold "AS IS, WHERE IS" without warranty of fitness implied or stated. 3.6. Cooperation: agrees to cooperate with * to effect an orderly change in the operation of the dealership. agrees to provide unrestricted access to the premises to * to effect this agreement. agrees to provide any information available to it to * to assist in the transfer of the dealership whether required by , its subsidiaries, or any other entity. 3.7. Employment matters: agrees that it shall be solely responsible for all employment taxes, benefits, salaries, commissions, or other such debts reasonably related to employment matters. warrants that it does not have any employment agreements with any employee of which would be transferrable to . warrants that it does not maintain, provide, or is a party to any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). No employee pension benefit plan has been terminated, nor has there been any reportable event, as defined in Section 4043 of ERISA, since the effective date of Section 4043 of ERISA. is not and has not been a party to any prohibited transaction as defined in Section 4975 of the Internal Revenue Code of 1986, as amended. 3.8. Conduct of business: warrants that it has not incurred, or agreed to incur any liability or obligation which would encumber the assets transferred herein that has not been consummated or evolved to such a point as to give the right to a third party to place a lien on the assets transferred herein. warrants that it has not sold, entered into an agreement to sell, or any way caused the assets described in Exhibit "A" to change, depreciate, lose value, or has transferred title to said assets as follows: (a) has filed all federal, state, and local tax returns and tax reports required to be filed. To the best knowledge, information, and belief of , each of such returns and reports are true, correct, and complete. has paid all income, profits, franchise, sales, use, occupation, property, excise, employment, unemployment compensation, and all other taxes, fees and governmental charges (including interest and penalties, if any) with respect to present and prior periods to the extent they have become due. (b) There are no claims, or to the best knowledge, information and belief of , tax investigations pending or threatened, against for past due taxes, governmental fees or charges. has not waived any applicable statute of limitations or extended the time for the assessment of any tax, fee or governmental charge. 3.9. / agreements: warrants as follows (a) the terms and conditions of any and all agreements or licenses with or any subsidiary thereof are in good standing and are transferrable. It is understood that obtaining all unrestricted rights to sell products and service is material to this agreement and if this transfer cannot happen for any reason would result in a breach by of the terms of this agreement. (b) will use all due diligence to accomplish the transfer of the dealership rights to as quickly as possible and that this agreement shall be voidable at the sole discretion of should the dealership be denied to . 3.10 Brokerage: No broker, finder or similar agent has been engaged or emp1oyed by or on behalf of , and no person or entity is entitled to any brokerage commission, finder's fee or similar compensation from the Purchaser in connection with this agreement or the transactions contemplated hereby. 3.11 Disclosure: No representations or warranty by contained in this agreement, and no statement or information contained in any writing delivered to the Purchaser pursuant hereto, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements or information contained herein, or therein not misleading. 3.12 Ownership/Shareholders: The following constitute all of the owners/shareholders of . (a) (b) ARTICLE 4: Contingencies 4.1. This agreement is contingent upon the following: (a) acceptance by of as a licensed and permitted operator of a dealer in , Mississippi, and execution of all documentation necessary to effect this acceptance. (b) renegotiation of a premises lease at the existing location of the dealership in , Mississippi under terms acceptable to . (c) assets set forth in Exhibit "A" are free and clear of all liens, encumbrances or claims of others. (d) approval of this Asset Purchase Agreement, a management agreement and lease agreement that will provide for interim operation of the dealership prior to closing. (e) execution of a management agreement and a lease agreement with for interim use and operation of the dealership and premises in , . ARTICLE 5: Non - Competition 5.1. : and its shareholders covenant and warrant that they will not directly or indirectly enter into any business which could reasonably be construed to compete with in selling of new or used cars within a mile radius of the dealership site in , for a period of years from the date of closing. 5.2. : covenants and warrants that he will not directly or indirectly enter into the automobile body repair business within a mile radius of the dealership site in , for a period of years from the date of closing. 5.3. Cancellation: Should either party cease operation of sale becoming null aud void ARTICLE 6: Insurance 6.1. : shall maintain sufficient all hazard insurance coverage on the assets set forth in Exhibit "A" to protect same from harm until closing. Loss of any asset, whole or partial, shall be setoff against the sales price for the assets set forth in Exhibit "A". 6.2. : shall maintain sufficient all hazard insurance coverage on any asset of his that he places on the premises from the date of this agreement. 6.3. General: In as much as title to any asset contemplated by this agreement will not transfer until closing, each respective title owner shall maintain its own insurance on the asset. Responsibility for insurance losses shall be determined by reference to the title owner of the asset. ARTICLE 7: Default, breach of agreement and remedies 7.1. Default: The failure of any party to this agreement to timely meet the obligations, duties and requirements set forth in this agreement shall be deemed to be in default. Time is of the essence. 7.2. Remedies: Failure of either party to perform under the terms and conditions of this agreement shall entitle the non - breaching party to any remedy allowed by law, including but not necessary limited to specific performance of this agreement. The non - breaching party shall have the exclusive right to void this agreement at its option by notice to the breaching party in writing within a reasonable time of the notice of breach or default. 7.3. Attorney's fees and costs: The breaching or defaulting party under the terms and conditions of this agreement shall be liable to the non - breaching or defaulting party for any and all attorney's fees and costs of whatever kind or nature incurred as a result of the default or breach. In addition to attorney's fees and costs, the breaching party shall be liable for any and all damages associated with, or incurred by the non - breaching party as a result of the breach or default including but not limited to lost business opportunity. 7.4. Default in other agreements: This agreement contemplates that and will enter into an interim lease agreement, and an interim management agreement for the operation of the Chevrolet - Geo dealership. Therefore, default in the terms or conditions of either this agreement or the other agreements entered into by the parties will constitute default or breach in all agreements. ARTICLE 8: Indemnification 8.1. Indemnification: , and its shareholders, shall defend, indemnify and hold harmless against and in respect of any and all damage, loss, liability, or deficiency sustained or incurred by which arises out of or results from (i) any liability or obligation of not express assumed or accepted by and (ii) any and all actions, suits, proceedings, claims, demands, assessments investigations, audits, tax deficiencies, judgments, fines, costs and other expenses of any nature whatsoever including attorney's fees and other expenses such as cost of investigation arising out of, or resulting from or incident to the foregoing or the enforcement thereof. 8.2. Notice of claim or defense: , and its shareholders shall have the right to timely notice of any third party claim for which indemnification may be sought and the right to defend any such claims at the sole expense of . ARTICLE 9: Miscellaneous 9.1. Notices: Any notice or other communications required or permitted by this agreement shall be sufficient if sent by regular delivery, United States Mail, postage prepaid addressed as follows: 9.2. Holdback: Any and all existing dealer holdback due to as of the date of this agreement shall remain the property of . When said holdback is paid, shall promptly deliver same to . Any and all holdback earned or incurred after the date of this agreement shall be the sole property of . 9.3. Setoff: Any debt due to either party to this agreement may be setoff against a debt due by the other party to this agreement. This provision shall include adjustments to the sales price, holdback, or credits due. 9.4. 9.5. Chargebacks. comebacks returns and re - dos: shall be liable to and subject to setoff for any and all chargebacks, comebacks, returns, and re - dos incurred prior to the date of this agreement for which , in his sole decision, determines are valid and worthy of acceptance. 9.6. Assignment: This agreement shall be assignable by either party upon written consent and acknowledgment by the non - assigning party. The non - assigning party agrees not to unduly withhold consent and acknowledgment of the assignment. 9.7. Survival: The warranties, representations, covenants and agreements contained in this agreement shall survive the execution and delivery of this agreement and the closing of the transactions contemplated hereby. 9.8. Choice of law: This agreement shall be construed under the laws of the State of Mississippi. Any provision of this agreement that is determined to violate any law, shall be deemed unenforceable. However, the remaining terms and conditions of this agreement shall remain unaffected. 9.9. Confidentiality: This agreement contains confidential information and shall be kept confidential by all parties to this agreement. Each party to this agreement will exercise due diligence in protecting the privacy of the information contained in this agreement and will not disclose same to any third party without prior written authorization so to do, or without an order from a court of competent jurisdiction. 9.10 Waiver of conflict of interest: All parties to this agreement acknowledge that of currently represents in other legal matters not related to this matter and has represented previously on other non - related matters. Additionally, all parties to this agreement acknowledge that prior to this matter arising, of agreed to handle certain legal matters for and its shareholders which are related to this matter. In order to facilitate the agreement between the parties, all parties to this agreement agree and accept that of shall act in his legal capacity for the benefit of all parties absent disagreement between the parties or rescission of this waiver of conflict of interest by any party. The conflict of interest presented by dual legal representation is hereby waived by all parties until such time as it is withdrawn in writing by any party to this agreement. 9.11 First right of refusal: In addition to the terms and conditions set forth herein, agrees and grants unto a first right of refusal on the purchase of all of interest in the Pontiac dealership located in , currently under a separate contract for sale to a third party. Should this contract fail or be rescinded for any reason, shall have the exclusive first right to refuse to purchase the rights to the Pontiac dealership at a mutually agreed price to be determined by the parties. In the event that the current contract for sale fails or is rescinded, shall not transfer its rights to the Pontiac dealership in , without a written release from . IN WITNESS WHEREOF the parties have executed this agreement effective this the day of , 20