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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
Of transfer, and he will notify the holders of the assets to be transferred of the terms of such transfer. Ii. Closing. At the time and date designated by the buyer as specified in exhibit a, the sellers will execute an instrument creating a trust to be called, dated, and executed as in their sole discretion to close the transaction as of, 20 , 21 , 22 , 23 , 24 , 25 , 26 , 27, 28 , 29 , 30 , 31 of ; ( date of the closing of the transaction or as later)