Fill and Sign the Sale of Assets of Corporation with No Necessity to Comply with Form

Sale of Assets of Corporation Page 1 of 5 Sale of Assets of Corporation with No Necessity to Comply with Bulk Sales Laws Asset purchase Agreement made the day of , 20 , between , a corporation organized and existing under the (Name of Seller) laws of the state of , with its principal office located at (Name of State) , referred to herein the Seller , and (Street Address, City, County, State, Zip Code) , a corporation organized under the laws of (Name of Buyer) , with its principal office located at , (Name of State) (Street Address) , referred to herein the Buyer. (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. Sell
Er acknowledges and agrees (1) that within ten days from the issuance of this instrument, if applicable, seller has registered, and shall register for each subsequent one hundred plus years of common stock within one hundred and fifty dollars; (2) that within thirty days after receipt in this state of such registration, seller has executed a deed of sale and delivered or may deliver at the seller's principal office the same to an agent of seller at the principal office of seller; (3) upon demand by any buyer, in the nature of an execution; and (4) that if a single buyer or seller desires to purchase or sell more than fifty percent of the issued and outstanding common stock of seller, the buyer or seller must execute a separate contract that the terms of which are binding on each buyer or seller unless seller and buyer mutually agree otherwise and agree in writing. Ii. Power to accept orders through the mail. Seller acknowledges and agrees that, after the date of this instrument, seller shall be capable of accepting orders in the ordinary course of business via the mail on its own account and shall have an account at the United States postal institution for such purpose. Iii. Power of buyer to buy and sell. Seller acknowledges and agrees (a) that, notwithstanding section 15(1)(j) of the uniform commercial code, the power conferred by section 6(1) of the uniform commercial code, whether by contract agreement, by law or otherwise, to purchase and sell common stock in any public corporation, including for purposes of subsection (k)(2) of section 25 of the uniform commercial code, is in the sole discretion of the buyer; and (b) that the law and rules of transactions have not been made the subject of a special contract with buyer. Iv. Power of seller to take title. Subject to the exceptions set forth in this agreement, seller agrees and acknowledges that, in consideration of selling common stock, the buyer shall (a) receive and hold the entire common stock in seller in perpetuity and shall be the sole possessor thereof in perpetuity, and shall have full title thereto with all its rights and privileges, including all duties, obligations and liabilities therein, save as otherwise expressly provided in this agreement; (b) receive an interest in, and be entitled to the benefit of and be liable to seller for all and any liabilities of seller relating to any liability resulting from the act or omission of a person not acting and paying his own claims under the agreement; and (c) retain, alone.