Fill and Sign the Asset Purchase Agreement Mississippi Form

ASSET PURCHASE AGREEMENT THIS AGREEMENT made and entered into this the _____ day of _____ , 20 _____ , by and between _____________________ ., a Mississippi corporation, hereinafter referred to as " _____________________ ," and _____________________ , hereinafter referred to as " _____ ," the sole shareholder in _____________________ , and _____________________ , hereinafter referred to as " _____________________ ." W I T N E S S E T H: WHEREAS, _____________________ is engaged in the foundation and structural repair and construction business at _____ _____________________ , _____ , Mississippi _____ ; WHEREAS, _____________________ desires to sell, and _____________________ desires to purchase certain assets and properties relating to _____________________ , all subject to the terms and provisions herein provided; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the undersigned _____________________ , _______ , and _____________________ bind themselves and fully agree as follows, to wit: I. _____________________ does hereby agree to sell, transfer, assign, bargain and convey unto _____________________ , and _____________________ agrees to purchase, and does hereby purchase from _____________________ , all of the right, title and interest of _____________________ in and to the following described assets: All of the goodwill, and all of the furniture, equipment, fixtures, motor vehicles, supplies, and miscellaneous inventory, relating to _____________________ and described in Exhibit "A" attached hereto and made a part hereof. None of the liabilities or obligations of _____________________ or _______ shall be assumed in any manner or to any extent by _____________________ hereunder. II. (a) In consideration of the transfer of the above-described property from _____________________ to _____________________ , _____________________ shall pay the sum of _____________________ Dollars ($ _____________________ ), which _____________________ shall accept from _____________________ in full payment therefor subject to the terms and conditions herein contained. (b) A deposit of _____________________ Dollars ($ _____________________ ) has been paid by _____________________ to _____________________ , and the balance of the purchase price of _____________________ Dollars ($ _____________________ ) shall be paid in cash or certified funds at closing. (c) Upon payment of said purchase price, _____________________ shall deliver to _____________________ a Bill of Sale and any other instruments of transfer as are necessary to transfer to _____________________ the assets and properties described in section I. (d) _____________________ agrees to pay to _____________________ a sales commission in the amount of _____________________ Dollars ($ _____________________ ) , as set forth in the Listing Agreement between _____________________ and _____________________ . (e) Each party shall pay fifty percent (50%) of the attorneys' fees and expenses of _____________________ . III. The purchase price of _____________________ Dollars ($ _____________________ ) shall be allocated as follows: A. The price for the miscellaneous inventory, furniture, equipment, fixtures, supplies, and motor vehicles shall be _____________________ Dollars ($ _____________________ ). B. The price for all goodwill shall be _____________________ Dollars ($ _____________________ ). C. A Covenant Not to Compete shall be executed by _____________________ in favor of _____________________ at closing upon payment of _____________________ Dollars ($ _____________________ ) to _____________________ . IV. Personal property taxes on the assets (excluding motor vehicles) conveyed herein shall be prorated to the date of closing, with _____________________ being responsible for all such taxes up to said date and _____________________ being responsible for all such taxes from and after said date. V. The utility services, including electrical power, telephones, natural gas and water, applicable to said business shall be prorated to the date of closing with _____________________ being responsible to pay for all such utility services up to the date of closing, and _____________________ being responsible for paying of such utility services from and after the date of closing. _____________________ and _____________________ agree to cooperate in facilitating the transfer of all applicable utility services from the account of _____________________ to the account of _____________________ as of the date of closing, and _____________________ shall be entitled to a refund for all utility deposits in the name of _____________________ . VI. (a) The transfer to _____________________ of the construction operations of the business, including the expenses incurred and income earned, shall be deemed to take place as soon as _____________________ has obtained all the licenses necessary to proceed and insurance policies equal to those of _____________________ which are currently in force. (b) _____________________ and _____ shall assist in transferring State Board of Contractors Certificate of Responsibility No. _______ to _____________________ . VII. _____________________ and _____ , separately and severally, warrant the following: A. The undersigned president of _____________________ has the power to enter into this Agreement for and on behalf of _____________________ . B. All of the outstanding capital stock of _____________________ is owned of record and beneficially by _____ . C. _____________________ ’s respective board of directors have duly authorized and approved this Agreement and have authorized and approved the performance by each and all of the acts and transactions contemplated hereby on the terms and conditions herein set forth. D. _____________________ and _____ have filed with the appropriate governmental agencies all tax returns, tax notices and tax reports required to be filed by them which if unfiled could result in a lien against the property and assets acquired hereunder. E. _____________________ has title to all of the assets being conveyed by it to _____________ under the provisions of this Agreement free and clear of all liens, pledges, charges, or encumbrances of any nature whatsoever. F. To the best of the knowledge of _____________________ and _____ ,. there are no past violations of laws or regulations by _____________________ which would subject any licenses assumed or obtained by _____________________ to revocation or cancellation or prevent _____________________ from obtaining or renewing licenses needed to operate the business. VIII. _____________________ and _____ , separately and severally, agree to indemnify and hold ____________ and its successors and assigns harmless against, from and in respect to: A. Any and all liabilities, obligations and commitments of _____________________ and _______ , or either of them, now existing or hereafter arising, directly or indirectly, out of the ownership by _____________________ or _____ of the property and assets transferred under this Agreement and the past and future operation of said foundation and structural repair business by _____________________ and/or _____ , including all claims asserted against ___________ or any of the assets or property transferred under this Agreement by reason of any allegation that any such transaction is subject to the Bulk Sales Law of the State of Mississippi set forth in the Mississippi Uniform Commercial Code and that such Bulk Sales Law has not been complied with; B. Any damage or deficiency arising from any misrepresentation, breach of warranty, or nonfulfillment of any agreement on the part of _____________________ or _____ under this Agreement; and C. All actions, suits, proceedings, demands, assessments, judgments, reasonable costs and expenses, including, without limitation, attorneys' fees incident to any of the foregoing. D. Further, and not by way of limitation of the foregoing, _____________________ and _____ , separately and severally, agree, at their own expense, including attorneys' fees, to defend all litigation resulting from or in connection with any claim, liability or obligation, including those for taxes and for injury to persons or property of others, arising out of _____________________ 's or _____ 's operations or arising out of their ownership of the property and assets transferred under this Agreement or which would in any way constitute a lien or encumbrance against any such property and assets or prevent such property and assets from being held and enjoyed by _____________________ free and clear of all encumbrances of any nature whatsoever. IX. (a). _____________________ and _____ shall make a good faith effort to obtain a change order to construction contracts in force to substitute _____________________ as the contractor. (b) _____________________ agrees to recognize _____ 's responsibility to the customers with contracts with _____________________ , and further agrees that as a part of the above mentioned change orders, _____ will act as the supervising manager of these projects. (c) _____ agrees to serve at _____________________ 's pleasure as Vice President of _____ which in turn will enable _____________________ to use the word " _____ " in its literature, provided, and for as long as, _____ is engaged by _________ for an average of _____ ( _____ ) hours per week at the rate of _____ Dollars ($ _____ ) per hour. X. _____________________ agrees that upon the completion of the contract of the _____________________ , the fee of _____________________ Dollars ($ _____________________ ) due to the contractor shall be paid to _____________________ as compensation for obtaining this work and for conceiving and engineering the repair to this special project. XI. _____ agrees to train and advise _____________________ in the conduct of said business for a period of sixty (60) days without compensation, except that _____ shall be paid a minimum of _____________________ Dollars ($ _____________________ ) per week in accordance with his position as Vice President of _____ and/or as General Superintendent of the _____________________ project. XII. _____________________ agrees to transfer its construction records held since _____ , but _____ will retain the right to inspect said records during reasonable business hours. _____ shall retain _____________________ 's engineering consultant records, but _____________________ shall have the right to inspect the engineering consultant records as long as _____ is an officer in _____________________ . XIII. _____ may continue to work as a consulting engineer operating out of _____ _____________________ , ___________ , Mississippi ______ , by paying rent to _____________________ for office space and sharing secretarial expense on such terms as the parties may agree in the future. XIV. Neither _____________________ nor _____________________ have made any warranty, expressed or implied, as to the condition of the furniture, equipment, supplies, fixtures, motor vehicles or miscellaneous inventory transferred attendant to this contract., to its merchantability, to the value of the business transferred herein, the volume of the business experienced by _____________________ or expected by _____________________ , the accuracy of any records provided by _____________________ or the existence of transferability of any business or professional licenses, nor have they represented that the form or substance of this transaction is beneficial to either _____________________ or _____________________ . _____________________ has not inspected the assets or the title to said assets conveyed by _____________________ and makes no representation as to the status of _____________________ 's title, if any, to the assets transferred herein. XV. This Agreement has been executed in Mississippi and shall be governed by the laws of the State of Mississippi. XVI. This Agreement, along with the Bill of Sale and Covenant Not to Compete referred to herein, represent the entire agreement between the parties hereto in connection with the sale of the assets described herein and supersede all prior written or oral negotiations or agreements between the parties. XVII. The parties hereto agree that this Agreement shall not be altered or amended in any way except in writing, signed by all parties, and this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors, heirs, assigns, executors and administrators. _____________________ _____________________ _____________________ SELLER PURCHASER By: _______________________________ By: _______________________________ _____________________ , President _____________________ , President _______________________________ _____________________ , Individually STATE OF MISSISSIPPI COUNTY OF ________ Personally appeared before me, the undersigned authority at law in and for the aforesaid jurisdiction, the within named _____________________ , personally known to me to be the duly constituted President of _____________________ , who acknowledged to me that he signed, executed and delivered the above and foregoing instrument on the day and year therein mentioned, for and on behalf of the said _____________________ , having first been duly authorized so to do. GIVEN UNDER MY HAND and official seal of office, this the _________ day of __________ , 20 ____ __________________________________ NOTARY PUBLIC My Commission Expires: _________________________________ STATE OF MISSISSIPPI COUNTY OF _____________ Personally appeared before me, the undersigned authority at law in and for the aforesaid county and State, on this __________ day of _____________ , 20 ___ , within my jurisdiction, the within named _____________________ , who acknowledged that he executed the above and foregoing instrument. __________________________________ NOTARY PUBLIC My Commission Expires: ____________________________ STATE OF MISSISSIPPI COUNTY OF ____________ Personally appeared before me, the undersigned authority at law in and for the aforesaid jurisdiction, the within named _____________________ , personally known to me to be the duly constituted President of _____________________ , who acknowledged to me that she signed, executed and delivered the above and foregoing instrument on the day and year therein mentioned, for and on behalf of the said _____________________ , having first been duly authorized so to do. GIVEN UNDER MY HAND and official seal of office, this the _________ day of _____________ , 20 ___ __________________________________ NOTARY PUBLIC My Commission Expires: __________________________