Fill and Sign the Sample Agreement Corporate Form

AGREEMENT This Agreement (this “ Agreement ”) is entered into effective _________, 20__ (the “ Effective Date ”) between , Inc., a ____________ corporation, whose mailing address is ________________, __________, ____________ ________ (“ Seller ”), and _____________________, a ______________ Corporation, whose mailing address is ______ ___________, _________, __________ ________ (“ Buyer ”). RECITALS WHEREAS, by Sale of Movables (the “ Bill of Sale ”), dated effective of even date with the Effective Date, between Seller and Buyer, Seller has transferred and conveyed to Buyer, and Buyer has acquired from Seller, all of the equipment described on Exhibit “A” annexed hereto and made a part hereof (the “ Equipment ”); WHEREAS, pursuant to that certain Assignment of Leases and Security Deposits (the “ Assignment ”), dated effective of even date with the Effective Date, between Seller and Buyer, Seller conveyed to Buyer, and Buyer acquired from Seller, all leases relating to the Equipment (collectively, the “ Leases ”), as well as all security deposits held by Seller in connection therewith (collectively, the “ Security Deposit ”; and, together with the Leases and the Equipment, the “ Assets ”); and WHEREAS, Buyer and Seller desire to set forth certain representations, warranties, covenants and agreements with respect to the Assets in connection with the acquisition of the Assets by Buyer from Seller. NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the parties hereby acknowledge the receipt and sufficiency of which, Buyer and Seller hereby agree as follows: 1. Purchase Price . Buyer and Seller agree that the purchase price (the “ Purchase Price ”) for the Assets is and ___/100 Dollars ($ ). Seller acknowledges and agrees that Buyer has paid to Seller, on or before the Effective Date, the sum of __________________________ and ____/100 Dollars ($__________) in partial payment of the Purchase Price, which amount Seller hereby acknowledges receipt of and grants full acquittance therefor. Buyer and Seller further agree that the remaining portion of the Purchase Price shall be paid in two (2) installments. The first such installment shall be in an amount equal to ______________________ and ___/100 Dollars ($_________) and shall be payable on __________, 20__. The remaining portion of the Purchase Price, being _____ ____________________ and ___/100 Dollars ($___________), shall be due and payable on __________, 20___. No interest shall accrue on the deferred portion of the Purchase Price. The obligation of Buyer to pay the 1 unpaid portion of the Purchase Price to Seller shall be evidenced by a promissory note in the form of Exhibit “B” attached hereto and made a part hereof (the “ Note ”). 2. Unsecured Obligation . Seller acknowledges and agrees that the obligation of Buyer to pay the unpaid portion of the Purchase Price evidenced by the Note shall be an unsecured obligation of Buyer, and Seller hereby waives, releases and relinquishes any and all statutory, common law or contractual liens, security interests or encumbrances to which it might otherwise be entitled, including, without limitation, any vendor’s lien or privilege and any purchase money security interest (individually, a “ Lien ”). 3. Assets Unencumbered . Seller acknowledges and agrees that it has conveyed title to the Equipment to the Buyer with full warranty of title. In the event that any Lien is hereafter asserted against any of the Equipment or other Assets, Seller, upon receipt of notice from Buyer, shall cause such Lien to be released within five (5) days from the receipt by Seller of such notice. Further, Seller does hereby defend, indemnify and hold Buyer and its successors, assigns, lessees and Customers (hereinafter defined), harmless from and against any and all losses, damages, liabilities, claims, demands, obligations, costs and expenses, including, without limitation, attorneys’ fees and litigation expenses, incurred by any indemnified party as a consequence of any Lien suffered, assumed or created by Seller or any of its predecessors in title being asserted against any of the Equipment or other Assets on or after the Effective Date, regardless of when such Lien was created, granted or established. 4. Notices to Lessees . Seller, upon the request of Buyer, shall deliver written notice to each of the lessees of Equipment listed on Exhibit “C” annexed hereto and made a part hereof (collectively, the “ Customers ”), advising such Customers that the Equipment and other Assets have been conveyed to Buyer. Seller, at its sole cost and expense, shall be responsible for preparing and delivering such notices to each of the Customers, provided that the form and substance of all such notices shall be reasonably satisfactory to Buyer prior to the delivery of any thereof to any of the Customers. 5. Certain Representations and Warranties of Seller . In addition to the warranties set forth in the Bill of Sale and the Assignment, respectively, in order to induce Buyer to purchase the Assets from Seller and to pay the Purchase Price to Seller, Seller hereby represents and warrants the following to Buyer: (a) Other than the Equipment that has been leased to Customers as set forth on Exhibit “C” hereto, all of the Equipment is located at the premises of the Seller located at _________________, ________, ____________ ________ (the “ Seller Location ”). Seller, at its sole cost and expense, shall deliver such Equipment to Buyer at its location in 2 _________, ____________ with a municipal address of ________. Upon receipt of such Equipment from Seller, Seller shall have _____ (___) days to determine whether such Equipment is in working order. If any such Equipment is not in working order, as determined by Buyer in its reasonable discretion, Buyer shall have the right to reconvey such Equipment to Seller in accordance with the terms and conditions of Section 6 hereof. (b) All Equipment which is not physically located at the Seller Location, as set forth in Section 5(a) hereof, is currently leased to Customers as indicated on Exhibit “D” annexed hereto and made a part hereof (collectively, the “ Leased Equipment ”). (c) All of the Leases affecting the Leased Equipment are oral leases, and none of such Leased Equipment is subject to a written lease. (d) No Customer has the right, express or implied, to purchase or otherwise acquire any rights in any of the Equipment, including, without limitation, any Leased Equipment. (e) Except as set forth on Exhibit “E” annexed hereto and made a part hereof (the “ Defaulting Customers ”), none of the Customers are in default of their respective obligations to Seller with respect to any Equipment, including, without limitation, any Leased Equipment, and no Customer has paid rental or other consideration to Seller for the right to lease or otherwise physically possess any Equipment on or after the Effective Date. (f) All rentals and other consideration owing for the right to lease or otherwise possess any Equipment, including, without limitation, any Leased Equipment, on or after the Effective Date shall be the property of Buyer, or its successors or assigns, as applicable, and Seller has, and shall have, no right to any thereof. 3 (g) All Equipment is and will be in working order on the Effective Date and for a period of thirty (30) days thereafter. 6. Reconveyance of Equipment . Buyer and Seller acknowledge and agree that the Leased Equipment is not located at the Seller Location and that such Leased Equipment currently is in the possession of one or more Customers. Seller and Buyer further acknowledge and agree that there is no public record in the State of ____________ or otherwise that evidences title to the Equipment being vested in Seller. Accordingly, Seller and Buyer hereby agree that if (a) any Customer fails to return any Leased Equipment to Buyer within _________ (___) days from the receipt by such Customer of written notice from Buyer to return the Leased Equipment in the possession of such Customer to Buyer, (b) any Leased Equipment is returned to Buyer by a Customer as requested by Buyer, but such Leased Equipment is not in working order when returned to Buyer, or (c) any Lien arising as a result of the acts or omissions of Seller or any of its predecessors in title is ever asserted against any of the Equipment, including, without limitation, any of the Leased Equipment, Buyer shall have the right to reconvey such Equipment, including, without limitation, Leased Equipment, to Seller and require Seller to purchase such Equipment from Buyer, without any warranties whatsoever, for the amount allocated to such reconveyed Equipment on Exhibit “A” hereto (the “ Reconveyance Price ”). If any portion of the outstanding balance of the Note remains unpaid at the time that any Equipment is reconveyed to Seller by Buyer, in lieu of Seller’s payment to Buyer of the amount specified in the immediately preceding sentence for such reconveyed Equipment, Buyer shall have the right to offset against future payments under the Note an amount equal to the Reconveyance Price for such reconveyed Equipment; provided that if the outstanding balance of the Note is less than the Reconveyance Price for any such reconveyed Equipment, Seller shall pay the shortfall to Buyer, in cash, within _________ (___) days from the date of the reconveyance to Seller. 7. Future Assurances . Each of Seller and Buyer agrees to execute such further documents, agreements, conveyances and instruments as may be requested by the other and that may be necessary to fully effect the conveyances and reconveyances herein described. The party requesting the same shall pay the cost and expense of preparing any such document, agreement, conveyance or instrument. 8. Choice of Law . This Agreement, as well as the Bill of Sale and the Assignment, shall be governed by and construed in accordance with the laws of the State of ____________. 9. Miscellaneous . This Agreement, as well as the Bill of Sale and the Assignment, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement may only be amended by a written instrument executed by each of Seller and Buyer. In the event that any term or provision 4 of this Agreement shall be held unenforceable or invalid by a court of law with jurisdiction over the matter, the remaining provisions of this Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the Effective Date. WITNESSES: “SELLER” _______________________________ __________________________________ _______________________________ By:_______________________________ Name: _________________ Its: _________________ “BUYER” ___________________________________ By:________________________________ Name: __________________________ Its: __________________________ 5 EXHIBIT “A” Equipment EXHIBIT “B” Promissory Note EXHIBIT “C” Lessees of Equipment EXHIBIT “D” Customers of Leased Equipment EXHIBIT “E” Defecting Customers ACKNOWLEDGEMENT STATE OF ____________ COUNTY OF __________________ BEFORE ME, the undersigned authority, in and for the State and County aforesaid, personally came and appeared: ______________________________ to me known, who, being by me duly sworn, did depose and state that he is the President of _________________________, Inc., the corporation which is described in and which executed the foregoing Agreement; that he signed his name thereto by order of the Board of Directors of said corporation; and he acknowledged the within instrument to be the free act and deed of the said corporation, and of himself as such officer thereof, for the uses and purposes therein expressed. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of _____________, 20__. ___________________________________ NOTARY PUBLIC My Commission Expires: ACKNOWLEDGMENT STATE OF ____________ COUNTY OF BEFORE ME, the undersigned authority in and for the State and County/Parish aforesaid, personally came and appeared: (NAME OF BUYER ’ S OFFICER) to me known, who, being by me duly sworn, did depose and state that he/she is the ___________ of _________________________, Inc., the corporation which is described in and which executed the foregoing Agreement; that he/she signed his/her name thereto by order of the Board of Directors of said corporation; and he/she acknowledged the within instrument to be the free act and deed of the said corporation, and of himself/herself as such officer thereof, for the uses and purposes therein expressed. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of _________, 20____. ___________________________________ NOTARY PUBLIC My Commission Expires: