Fill and Sign the Create a Business Purchase Agreementlegal Templates Form

Agreement for Purchase of Business Assets from a Corporation Page 1 of 5 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 inst
For execution by a seller of any instruments of transfer for its own benefit pursuant to this agreement, seller has executed a power of attorney signed in the presence of the broker, or other person authorized, authorized by the broker, by and with the assistance of which he shall be able to execute such papers on buyer's behalf. Iii. Warranty of title. As a condition precedent to this agreement, the parties agree as follows: i. All property being offered for sale by buyer are offered for sale as is. Seller has taken reasonable efforts to establish authenticity of the materials, books, records and documents being offered for sale by buyer, and in the event of any error in authenticity, seller will make and have made such corrections as it deems proper and to effectuate the full purpose for which such property was offered or for which such title might have been obtained. Ii. Subject to the warranty of title in this agreement, buyer assumes all responsibility for all claims arising out of actions attributable to buyer for goods purchased or otherwise originated by buyer. Ii. If buyer fails to meet all the terms of this agreement, buyer shall not hold seller liable for any amounts under this agreement due to any omission on the part of buyer in complying with all the terms of this agreement; and the failure of buyer to comply with the terms of this agreement shall be excused without liability upon the proof of the failure of buyer to do everything necessary to give seller reasonable notice and of the fact that buyer has failed to comply with the terms of this agreement. Iii. Seller has made any warranty of title in any items offered for sale as shown in exhibit a. Iv. The purchaser's sole remedy for any breach of any warranty, express or implied, in any items offered for sale, including, without limitation, the breach by buyer of any warranty of this agreement to sell as set forth in this agreement, is to return or replace for buyer's account all the items offered for sale, at the cost and risk of the purchaser. V. The seller, on its face and in writing, is subject to the rights and remedies of the consumer under the Connecticut unfair trade practices act. Vi. Upon the request of the parties, any certified copies of a document containing a notice or agreement as to the contract or sale of any services executed between the buyer and the seller shall be furnished to the buyer on a form prescribed by the buyer. Vii. The parties understand and agree as follows: (a) to the fullest extent allowed by law, buyer's obligations under this agreement do not.