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

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 (N ame 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. 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. Closing; Documents to be Delivered. The closing of the sale shall take place on       , at       at       . ( Date) (Time of Day) (Street Address, City, County, State, Zip Code) At the closing, Seller shall deliver to Buyer such deeds, bills of sale, assignments, and other instruments of transfer as may be necessary to vest in Buyer good and marketable title to the property and assets sold under this Agreement. At closing, Buyer shall pay Seller the entire purchase price as specified in this Agreement. All documents and papers, to which the parties are entitled under this Agreement, unless otherwise specified in this Agreement, shall also be delivered at the closing. III. Consideration. Buyer, in consideration of the covenants, conditions, and representations of Seller, recited in this Agreement, shall pay to Seller, at closing, $       . Assets transferred to Buyer shall be valued as follows:       . ( Describe Method of Valuation of Assets) The purchase price shall be allocated as follows:       . ( Description of allocation of purchase price) IV. Warranties and Covenants of Seller. Seller agrees, represents, and warrants as follows: Sale of Assets of Corporation Page 1 of 5 A. Seller is duly incorporated and authorized to do business under the laws of       . ( Name of State) B. The execution of this Agreement has been duly authorized by Seller's Board of Directors. C. Seller shall use its best efforts to obtain, on or before       , the ( Date of Approval) approval of its shareholders of the terms and conditions of this Agreement and of the nature and amount of the consideration to be received by Seller under this Agreement. D. The balance sheets and profit and loss statements of Seller, attached to this Agreement as Exhibit B and by this reference made part of this Agreement, fully and correctly reflect the financial condition, assets and liabilities, and operation of Seller as of the dates stated in such documents. E. The list of accounts and notes receivable, attached as Exhibit C and by this reference made a part of this Agreement, is complete as of the date of this Agreement. If any accounts or notes receivable so listed or acquired by Seller before the closing date are not fully paid when due, Seller agrees to pay them in full on written notice by Buyer of any default, provided that Seller's liability shall be limited to the amount exceeding the reserve for bad debts shown in Seller's balance sheet. F. Seller has good and marketable title to all assets and property sold under this Agreement, except as otherwise stated in the exhibits attached to this Agreement and except for property disposed of or encumbered in the ordinary course of business. All tangible property sold under this Agreement is in good condition and repair and conforms to all applicable zoning, building, safety, and other regulations. G. Attached as Exhibit D, and by this reference made a part of this Agreement, is a list of insurance policies in effect with respect to Seller's property and business as of the date of this Agreement. Seller agrees to continue this insurance, or insurance with similar coverage, until the closing date. H. Seller agrees to use its best efforts to obtain the necessary consents for the assignment or transfer of any contract, lease, license, or permit to be assigned or transferred under this Agreement and to perform its duties under such contracts, leases, licenses, and permits without default until the closing date. I. Seller agrees to obtain a clearance certificate from       for all unemployment insurance ( Name of Government Agency) contributions and to obtain clearances with respect to any other taxes and liens affecting the assets or properties sold under this Agreement. Sale of Assets of Corporation Page 2 of 5 J. Seller agrees to disclose to Buyer not later than       days after the closing (Number) date, all trade secrets, customer lists, and technical information held or controlled by Seller and relating to the business sold under this Agreement. K. Until the closing date of this Agreement, Seller shall not, without the written consent of Buyer, dispose of or encumber any of the assets or property to be sold under this Agreement, with the exception of any transactions occurring in the ordinary course of Seller's business. Seller shall use its best efforts to preserve its business and goodwill. Seller further agrees to permit Buyer and its representatives full access to its property and records any time prior to the closing date during normal business hours and to supply all information concerning its property and affairs as Buyer may reasonably demand. V. Indemnification. Except as otherwise expressly provided in this Agreement, Seller shall indemnify Buyer against any liability connected with the assets or business sold under this Agreement accruing as a result of acts or omissions occurring before the closing date, and Buyer shall indemnify Seller against any such liability accruing as a result of acts or omissions occurring after the closing date. Each party to this Agreement shall cooperate with the other party in defending claims for which the other party is or may be liable under this provision by giving notice to the other party of the assertion or existence of any such claim and by furnishing such documents and information as may be useful in defense of such claims. VI. No Necessity to Comply with Bulk Sales Laws. The transaction contemplated by this Agreement shall be closed without the necessity of compliance with any possible applicable bulk sales or bulk transfer laws. If any claims are asserted by the creditors of the Seller by reason of any possible applicable bulk sales or bulk transfer laws, these claims shall be the responsibility of the Buyer in the case of claims constituting liabilities assumed by the Buyer under this Agreement and the responsibility of the Seller as to any claims representing undisclosed liabilities of the Seller or liabilities which the Buyer has not assumed under the terms of this Agreement. VII. Transfer of Title and Risk of Loss. Title to the assets and property sold under this Agreement shall pass to Buyer on the closing date on delivery to it of the proper instruments of transfer. If at any time any of the tangible property sold under this Agreement shall have been lost or damaged, except for damage or loss through use and wear in the ordinary course of business, by any cause or event beyond the reasonable power and control of Seller, Buyer shall be entitled to collect all insurance proceeds collectible by reason of such loss or damage or, if the amount of the loss or damage exceeds       % of the value of that property, Buyer shall have the right to elect to complete the sale and collect all insurance proceeds or to terminate this Agreement in lieu of any other right or remedy. If Buyer becomes entitled to collect insurance under this provision, the purchase price of lost or damaged assets covered by insurance shall not be reduced. VIII. Impossibility of Performance. If, except as otherwise provided in this Agreement, either party shall be prevented from completing the sale for any cause beyond its reasonable power and Sale of Assets of Corporation Page 3 of 5 control, the other party may elect to accept partial performance or, in lieu of any other remedy, elect to terminate this Agreement. IX. Sales and Use Taxes. Any sales or use tax payable by reason of the sale of any of the assets under this Agreement shall be paid by Buyer, and such payment shall not be construed as part of the purchase price. Seller agrees to furnish to Buyer resale certificates for any items sold to Buyer for resale. Seller shall also obtain and deliver to Buyer a clearance receipt of the       for sales and use taxes due from Seller. ( Name of Government Agency) X, Inventory of Goods to be Sold. An inventory of all stock in trade, supplies, fixtures, furnishings, and equipment shall be taken by Seller and Buyer on       . The ( Date) inventory of Seller's stock in trade shall set forth the aggregate value for which the items are to be sold under this Agreement based on Seller's actual cost for each item. XI. Disposition of Documents. Seller shall retain title to all its documents and records, except those agreed to be transferred under this Agreement. Any such documents or records that Buyer may reasonably require after the closing date for use in connection with the assets or business sold under this Agreement shall be delivered or made available to Buyer. Each party shall forward to the other party all correspondence, documents, or payments relating to the assets or business sold under this Agreement to which the other party is entitled under the terms of this Agreement. Before destroying any records or papers connected with the assets or business sold under this Agreement, each party shall first offer them to the other party. XII. Costs. Buyer shall bear the cost of title insurance premiums and record costs. All other costs incidental to the sale under this Agreement shall be borne by the parties in accordance with prevailing custom. XIII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XIV. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XVI. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified Sale of Assets of Corporation Page 4 of 5 or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XVII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XVIII. Mandatory Arbitration . Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIX. Entire Agreement . This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XX. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XXI. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XXII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XXIII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.             (Name of Seller) (Name of Buyer) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Sale of Assets of Corporation Page 5 of 5