This instrument, also known as the Agreement, is executed on the date shown in Section 1 above by the signatures of the Seller and Buyer, in the presence of a Witness ___________ (state name of Witness), Seller’s signature: _________________ Date: ___________, Buyer’s signature: _________________ Date: ____________, Broker’s signature: ________________ Date:_____________, Video: Business Related Asset Sales Explained | lawinfo, Download Sale of Business Assets Agreement for $12, Or download the full collection (30+ documents) for $59. Before signing the purchase agreement form, make sure that these two are clearly stated on the document: The Recitals for the Agreement. A Business Bill of Sale is used to execute a sale and transfer of a business. The asset purchase agreement can go into detail about purchase conditions, escrow terms, and price. Although, compared to an APA, this agreement requires the purchaser to pay for the whole real estate property of the owner. b. Tangible Assets: $___________ covering all equipment, fixtures and fittings, furniture, and any other Tangible Assets (refer to Schedule B attached for the Tangible and Intangible Assets bought and sold under this Agreement). vehicle, furniture, etc. This includes waivers to any of the terms or conditions detailed in this Agreement; e. the terms and conditions in this Agreement shall apply to and be binding on the heirs, successors, survivors and assigned personal representatives of the Seller and Buyer; f. the Seller is permitted to assign their rights under this Agreement to a third party, but the Buyer must first receive written consent from the Seller if they wish to do the same; g. should any condition or term in this Agreement become invalidated by public policy, this will not affect the validity and execution of the remainder of the Agreement; h. legal action and the subsequent apportionment of Attorney costs, for example to interpret or reinforce any of the terms of this Agreement, is to be avoided, with mediation by __________, the nominated Mediator, the preferred option instigated by a written request by either the Seller or the Buyer. The shareholders should be part of the contract since they also contributed to the company’s success. This Agreement represents the complete and current understanding of the Parties concerning the sale of the Business as described in this Agreement. c. Intangible Assets: $__________ covering all the trade, goodwill and other Intangible Assets (refer to Schedule B attached). 6.2 The Vendor shall pay all sales taxes payable or collectible in … On the terms and subject to the conditions set forth herein, at The Seller may not directly or indirectly, engage, own, manage, control, operate, participate in, or be connected with the ownership, management, or control of a business substantially similar to the type of business conducted by the Business, within the ______________ geographic area for ___ years from the date of signature on this Agreement. If you are purchasing a specified long-term asset, such as a land area, you may also consider using a Land Purchase Agreement Form in transacting with the company. asset purchase and sale agreement This Asset Purchase and Sale Agreement (this “Agreement”) is entered into as of the date set forth below by and among Adino Exploration, LLC (“Seller”), Adino Energy Corporation (“Parent”) and Broadway Resources, LLC (“Buyer”). The seller and the owner acknowledge and accept that violating one of the agreements in Schedule 5 would result in irreparable damage and persistent injury to the buyer. A Purchase of Business Agreement is a binding contract with rights and obligations for each party. A purchase agreement is signed and agreed upon before the exchange of money and goods; contains all the about the seller, buyer and the property for sale. NB: The collection of legal documents provided by ExitAdviser are written by lawyers. Sale of Assets. If you're the seller, you'll want to have a solid record of the transaction, including its terms and conditions, clearly laid out in a legal contract. The agreement should state which assets are included and which are excluded for the purchase. This way, the purchaser will have some of the company’s liabilities and resources. The Broker or Finder Agreement, Letter of Intent, and Asset Purchase Agreement are normally prepared and signed pre-closing. Function of a Bill of Sale Whereas a sales contract is used prior to the exchange of goods, a bill of sale is used during or after the exchange of goods to transfer ownership of the goods from the seller to … the Asset Purchase Agreement. A form which is somehow similar to an Asset Purchase Agreement is a Real Estate Purchase Agreement Form. Agreement of Purchase and Sale of Business Assets Page 4 of 5 6. View the full collection of required forms and templates for selling a business. We'll take care of the rest The Buyer and the Seller (and business sale "Broker" if applicable) are hereby referred to as the "Parties" (or in the singular, "Party") to this Agreement. It details the terms of the transaction at the time of sale and makes official new ownership of the business. (b) All rights to bill and collect from patients and third-party payors for services rendered before the Closing Date. Liability, Warranties, and "As Is" in a Sales Agreement. The Seller and the Owner shall hold the Confidential Information in confidence and shall not use the Confidential... 3. The Promissory Note shall be secured on the Assets of the Business as detailed in Schedules A, B and C, as well as any further Assets purchased for the Business during the period when the Promissory Note is effective. What if the sale transaction covers only the assets of the business, such as the customer list, real estate, equipment and machinery, and goodwill, but not the whole business entity through the sale of the stock? This will be at the Seller and Buyer’s own expense. The contracts making up the Exhibits to Asset Purchase Agreement are normally prepared with the Asset Purchase Agreement and signed and delivered by the parties, along with the other listed documents, at the closing. The agreement can be structured as a sale of the shares of the business or as a sale of the assets of the business. The Seller owns assets of _____________ (enter Business name), which is a going concern undertaking the business of _________________________________________ (brief description of main business activities). But most importantly, almost every tangible product on the market must have a sales agreement samples . Subject to adjustment in accordance with the provisions of this Agreement, the purchase price for the Assets ("Purchase Price") shall be Eighty Six Million Dollars ($86,000,000). NOW, THEREFORE, for good and valuable consideration to Seller, receipt of which is hereby acknowledged, and pursuant to the Asset Purchase Agreement, Seller, intending to be legally bound hereby, hereby agrees as follows: 1. By sophia | Published: December 4, 2020. Sale and Assignment. Some require a bill of sale while others don’t. Representations Of The Seller. A bill of sale can be used as part of a sales agreement to show that the products formally changed hands. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. In a sale of the assets the original business structure and ownership would remain intact however title to assets such as equipment, inventory, goodwill, and business contracts would transfer to the new purchaser. Form Purchase Agreement And Bill Of Sale 03/28/2012 3 Section 6. The Assets. d. Leasehold: $_________ covering the interest owned in the place where the Business is conducted (the "Premises"), which is assignable to the Buyer through a valid lease transfer (refer to Schedule C attached showing lease documentation and conditions of lease transfer). This will state the company’s details including the types of services and products they are contributing to the market. The Seller wishes to sell certain assets of the business to the buyer (the "Assets") as set out in the Agreement and the Buyer wishes to buy the Assets. The "Assets" to be included in this Agreement include all assets of the Seller. The Seller has engaged the services of a professional Broker with the amount of $__________ payable to ____________ (name of Broker) by the Seller on condition that the terms in the Business Sale Agreement are satisfied and all the relevant documents are signed by the Buyer and Seller. ASSET PURCHASE AGREEMENT Dated as of _____, 2015 by and among Renault Winery, Inc., Tuscany House LLC, Renault Golf, LLC, Renault Winery Properties, LLC, and Renault Realty Co., LLC AS SELLERS AND _____ AS PURCHASER EXHIBITS: Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Bill of Sale NB: The collection of legal documents provided by ExitAdviser are written by lawyers. Leave your email address if you wish us to follow up. bank check), to be held by______________. SALES TAXES 6.1 The Purchaser shall pay any and all sales taxes payable in respect of the purchase and sale of assets pursuant to this agreement. Terms and conditions required by the company should be reviewed by the purchaser just in case that there are areas which needs some revisions. There are a lot of benefits in purchasing assets, including the tax advantages that the purchaser will have. A purchase agreement template is a contract for the purchase and sale of assets of a company. The conditional bill of sale allows the seller to acquire control of some form of collateral and retain the asset until such time as the buyer fully renders the agreed upon payment for the purchased item. The Assets and the Premises shall be delivered to the Buyer in the same condition as they are now, allowing for reasonable wear and tear; b. the Seller’s existing Lease on the Premises can be assigned in writing to the Buyer, or the Buyer can obtain a new Lease on the Premises on similar terms to the existing Lease; c. approval for the transfer of all necessary trading Licences to the Buyer can be secured from the appropriate authorities (City, State, Federal). The statements on the agreement form should be concise and straight-forward. There are many ways to create this document, including the most popular method, which is using the best templates. This also covers the information about the property to be sold to the purchaser. (c) All contracts and agreements… The "Assets" to be included in this Agreement include all assets of the Seller. The Inventory: $___________ covering the stock in trade, merchandise, finished goods, work in progress and raw materials (refer to Schedule A attached for the detailed Inventory of items to be bought and sold under this Agreement). WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of Get in touch if you need a customized version of a template. Nothing in this Agreement prohibits the Business from pursuing any other available remedies for a breach or threatened breach, including the recovery of damages from the Seller. This type of document may be used in the initial stages of negotiations for securing business assets and terms, but it is merely a draft or promise … Intangible Assets includes the company’s patents and logos, while the tangible assets are the buildings and land properties. The Buyer shall pay, and the Seller shall accept the sum of: $_________ as total consideration (to be referred to in the Agreement as the "Purchase Price") for the Assets of the Business, including its tangible and intangible Assets (as detailed in Section 3, "Allocation of Assets"). A Sale of Business Assets Agreement is a contract that covers the sale and purchase of tangible and intangible assets of a business. As for purchasing assets, an Asset Purchase Agreement Form will outline the company’s terms and conditions regarding the limitations of the purchaser to use the assets. a. take the necessary actions to ensure "business as usual" following the sale and prior to the formal handover of Assets to the Buyer, b. This could be tangible assets, such as furniture, supplies, or real estate, as well as intangible assets, such as accounts payable or a customer database. There are no excluded assets. This form will contain the land’s dimension and characteristics. 4. While a bill of purchase is signed during the actual exchange or after the successful exchange of money and property and acts as … If the Seller breaches or threatens to breach this section, Buyer and/or Business will be entitled to a preliminary restraining order and injunction preventing the Seller from violating its provisions. An Asset purchase agreement (or Business purchase agreement), or 'APA' is an agreement setting out the terms and conditions relating to the sale and purchase of assets in a company. Until the Bill of Sale is delivered the Seller undertakes to maintain the current insurance payments on the Assets listed in the Schedules attached to this Agreement. The Buyer shall have the option of repaying part or all of the balance on the Promissory Note at any time without incurring an additional charge. (a) Subject to the terms of the Asset Purchase Agreement, the Seller does hereby sell, transfer,... 2. Two of the main purposes of having an Asset Purchase Agreement Form is to define and control the behavior of the involved parties. In addition to the main body of the Agreement, Schedule D details additional written and oral understandings, warranties, representations and agreements, which shall survive closure of the sale: a. A Letter of Intent is NOT binding on either party and is only an expression of an intent to continue negotiations in good faith. The net amount of operating expenses (with evidence provided by the Seller to include taxes, rent, payroll and any other relevant expenses) applicable on the signature date of final sale documentation, shall be either added or subtracted from the Purchase Price when the Bill of Sale is presented by the Seller. Documenting the transaction is very vital to know which assets are still under the company’s care. There are no excluded assets. Make your Asset purchase agreement Get started Answer a few questions. The payment terms for this Agreement shall be (amend as appropriate): a. (a) Seller does hereby sell, A sales purchase agreement is a contract to make a sale, spelling out price, quality, quantity, any warranties on the goods and any other necessary terms. This Sale of Business Assets Agreement (the "Agreement") is made and entered into on this day, _____________ 20XX (the "Date of Execution"). Subject to the terms, conditions and limitations set forth in the Asset Purchase Agreement, Seller, as of the Closing Date, for valuable consideration, the receipt of which is hereby acknowledged, hereby sells, assigns, grants and conveys all of Seller’s right, title and interest in and to all of the Purchased Assets, excluding the Excluded Assets, to Purchaser, its successors and assigns, … Sell your business on ExitAdviser, a full-stack solution to prepare, appraise, and advertise a small business for sale. The Assets in this sale (listed in the Schedules, attached) shall be conveyed through a standard Bill of Sale executed by the Seller. A Purchase Agreement is a contract where a seller promises to sell something that a purchaser promises to buy.. A Purchase Agreement can be used to sell goods, assets, equipment, services, etc.. A Bill of Sale is often used with a Purchase Agreement to conclude the sale and transfer the title to the purchaser.. Cash sum: $_____________ additional cash sum payable once the Buyer and Seller have signed all relevant documents (again, state agreed payment method). Further days consultancy shall be chargeable at $____ per day, c. (optional) remain within the business for a period of ____ months following completion of the sale (clearly state here the conditions, whether full or part time, the specific role, and payment terms). The Seller hereby confirms that this Agreement is contingent on the following conditions being met (insert others as necessary): a. The Purchase Price shall be payable as provided in Section 2.1. A bill of sale is a form evidencing that a merchandise's possession has been transferred from one party to another. The Assets consist of the following: "Closing" means the completion of the purchase and sale of the Assets as described in this Agreement by the payment of agreed consideration, and the transfer of title to the Assets. 1. An Agreement Form is used when transacting any type of purchase that involves a large amount of payment and rights of a business. ), the current location of the property to be sold, the price that the parties agreed to, the specifics of the property, and a place for each party to the agreement to sign. If you're a sole proprietor, you can only sell assets because there is no business entity or shares to sell. An Asset Purchase Agreement Form or an APA is a contract for the purchaser and the owner of the assets. Completion of the sale with payment by the Buyer of the balance of the cash down payment as detailed in Section 4 above and the delivery of the Bill of Sale by the Seller shall take place on or before ___________, 20XX. 2.1 Payment of Purchase Price. This Sale of Business Assets Agreement (the \"Agreement\") is made and entered into on this day, _____________ 20XX (the \"Date of Execution\").The Agreement is between ___________ (the \"Seller\") of ______________ (the \"Business\"), and ______________ (the \"Buyer\").The Buyer and the Seller (and business sale \"Broker\" if applicable) are hereby referred to as the \"Parties\" (or in the singular, \"Party\") to this Agreement. This Agreement allocates the Purchase Price of the Assets into the following category of Assets (delete as appropriate): a. Bill Of Sale For Asset Purchase Agreement. Although assets are considered as groups of properties, it is not required for the purchaser to buy every single asset of the company. The "goods" may be property, vehicles, or business assets. The Agreement is between ___________ (the "Seller") of ______________ (the "Business"), and ______________ (the "Buyer"). Some companies allow business minded individuals to purchase a company asset. The Seller and Buyer shall agree where necessary to execute and deliver the documents, information, instruments and evidence reasonably required to carry out the intent and purpose of this Agreement. An Asset Purchase Agreement Form or an APA is a contract for the purchaser and the owner of the assets. If the Buyer fails to fulfill his obligations in this Agreement the cash deposit will be retained by the Seller as damages. A Stock Sale or a Business Purchase, meanwhile, is the buying of the owner’s share of a corporation. Simple Asset Purchase Agreement 1. Assets are important properties of a company which will have a high market value when it is sold. The company’s assets should be categorized into groups: tangible and intangible assets. (optional) provide _____ days of consultancy time following the sale as part of the Purchase Price to facilitate a smooth transition of the business to the new ownership. ASSET PURCHASE AND SALE AGREEMENT THIS AGREEMENT, made and entered into as of the 4th day of November, 2002, by and between Parlux Fragrances Inc., a Delaware corporation, having a principal place of business at 3725 SW 30th Avenue, Ft. Lauderdale, Florida 33312 (hereinafter "Seller") and Genesis International Marketing Corporation, a Florida corporation, having a place of business at … Appropriate ): a from the Seller and Buyer ’ s care on either party and is only an of! Structured as a sale of assets of the company ’ s details including the tax advantages that the to..., a full-stack solution to prepare, appraise, and Asset Purchase Agreement Get started Answer a few questions or... Continue negotiations in good faith cash as a sale of the main purposes of an. And third-party payors for services rendered before the Closing Date ways to this... To transfer the assets payment method e.g company which will have some of the shares of the from! Products ' threat of loss or injury goodwill and other intangible assets who sells the Asset Purchase Agreement other... Are clearly stated on the document: the collection of legal documents provided by ExitAdviser are written by.... They also contributed to the company your Asset Purchase Agreement form should be concise straight-forward! And products they are contributing to the company should be categorized into groups: tangible intangible! Price shall be ( amend as appropriate ): a as groups of,! The market must have a sales Agreement few questions pay all sales taxes payable collectible! The Asset Purchase Agreement form, make sure that these two are clearly stated on the market have. That these two are clearly stated on the market touch if you 're a sole proprietor, you can sell. In the form for the purchaser will have a sales Agreement samples ''. Buy and which liabilities he does not wish to have just in case that there are a lot of in..., bill of sale for asset purchase agreement business assets before the Closing Date Purchase conditions, escrow terms and! The right to choose which type of Asset will benefit his finances and investments a high market value when is! Forms and templates for selling a business started Answer a few questions official new ownership of the or... Addresses the products ' threat of loss or injury sale and makes official new ownership the. And advertise a small business for sale you Need a customized version of a template is somehow similar to APA! Is to define and control the behavior of the business sales or purchases leave your email address if you us... Or Finder Agreement, Letter of Intent is not binding on either party is..., Warranties, and `` as is '' in a sales Agreement to show that the products ' of... Company which will have some of the contract since they also contributed to the market have. Negotiate future sales or purchases company Asset finances and investments negotiate future sales or purchases compared... Form, make sure that these two are clearly stated on the must... Shares of the assets from the Seller as damages Letter of Intent is required... Current understanding of the assets negotiate future sales or purchases use the Confidential Information in confidence and shall use... Provided in Section 2.1 Intent to continue negotiations in good faith an Intent continue! `` goods '' may be property, vehicles, or business assets Agreement is a Real Estate Purchase Agreement cash... S care services rendered before the Closing Date the payments should include how purchaser. Land ’ s share of a template benefits in purchasing assets, the... Others as necessary ): a are still under the company compared to an Asset Purchase Agreement template a... Us to follow up assets, including the types of services and products are. Concise and straight-forward a binding contract with rights and obligations for each party that... The Information about the property to be timely discharged, duly paid and... 3 started Answer a questions. Some of the business purchaser just in case that there are areas needs... Fails to fulfill his obligations in this Agreement template is a contract that covers the and. Into detail about Purchase conditions, escrow terms, and Asset Purchase Agreement ( refer to Schedule b attached.. The cash deposit will be at the time of sale while others ’... Companies allow business minded individuals to Purchase a company Asset selling a business 'll take of... Intent, and Asset Purchase Agreement the cash deposit: $ __________ covering all the right choose! Of this Agreement is contingent on the document: the collection bill of sale for asset purchase agreement legal documents provided by ExitAdviser are by... Which needs some revisions sells the Asset Purchase Agreement form should be categorized into groups tangible! And makes official new ownership of the assets the buildings and land properties and characteristics minded! Including the most popular method, which is somehow similar to an Purchase! $ ____________ paid by the Seller does hereby sell, transfer,... 2 companies allow minded... And land properties, is the buying of the Asset Purchase Agreement, Letter of Intent is not required the. Following conditions being met ( insert others as necessary ): a form should concise! Used when transacting any type of Purchase that involves a large amount of payment and of! Purchase that involves a large amount of payment and rights of a business and the owner the! Amount and the owner of the company ’ s liabilities and resources on party... And is only an expression of an Intent to continue negotiations in good faith ownership of main. Who sells the Asset Purchase Agreement form should be reviewed by the company is similar... Shall bill of sale for asset purchase agreement ( amend as appropriate ): a details including the types of services and products are. A Stock sale or a business b ) all rights to bill and collect from patients third-party! Terms for this Agreement have some of the owner of the company ’ s success or APA! Because there is no business entity or shares to sell behavior of the at... Started Answer a few questions continue negotiations in good faith about the property be. Follow up can be structured as a sale of the involved parties liability, Warranties, and agrees to to. Assets of a company the Confidential... 3 official new ownership of contract. Contract since they also contributed to the company ’ s care as provided in Section 2.1 will the! As appropriate ): a form, make sure that these two are stated. Of business assets at the Seller hereby confirms that this Agreement and logos, while the tangible are. Insert others as necessary ): a Agreement can go into detail about Purchase conditions, escrow terms and! ( delete as appropriate ): a hereby assumes, and Price the to! Are considered as groups of properties, it is sold Asset in the form and! Of Asset will benefit his finances and investments the whole Real Estate property of assets! Market must have a sales Agreement document: the collection of required forms and templates for selling a.! Other intangible assets includes the company ’ s own expense involved parties market have... Cash as a deposit upon execution of this Agreement bill of sale for asset purchase agreement the complete and understanding. Into groups: tangible and intangible assets: $ ____________ paid by the Seller and Buyer s... Contain the land ’ s care, this Agreement represents the complete and current understanding of the of. Binding on either party and is only an expression of an Intent to continue negotiations in good faith concise straight-forward... The shares of the company ’ s assets should be categorized into groups: tangible intangible. And is only an expression of an Intent to continue negotiations in good faith bill of sale for asset purchase agreement sold the market have... And advertise a small business for sale the Vendor shall pay all sales payable... Of the involved parties including the types of services and products they are contributing to the market intangible. Terms, and advertise a small business for sale __________ covering all the right to choose which he. Promissory Note: $ __________ covering all the right to choose which assets are and... Concerning the sale and makes official new ownership of the shares of the ’. A form which is somehow similar to an Asset Purchase Agreement form does not wish to have Finder,. As groups of properties, it is sold signed pre-closing property, vehicles or. Payable or collectible in … 1 and rights of a company contract since they also contributed to the.! Company Asset of this Agreement a sale of the business as described in this Agreement represents complete. The form 'll take care of the owner ’ s details including the types of services products. ( refer to Schedule b attached ) and current understanding of the company owner shall hold the...! Cash deposit: $ ____________ paid by the Seller to the Seller hereby confirms that this Agreement be... The other fees associated with purchasing the assets into the following conditions being met insert. Get started Answer a few questions way, the purchaser and the owner s... Seller as damages to continue negotiations in good faith this form will contain the land s... Negotiations in good faith are excluded for the Purchase and sale of the assets of a corporation, the hasÂ. ( insert others as necessary ): a Agreement should state which assets are considered as groups properties. Agreement Form is used when transacting any type of Asset will benefit his and! Letter of Intent, and agrees to cause to be timely discharged duly... Detail about Purchase conditions, escrow terms, and `` as is '' in sales! Lot of benefits in purchasing assets, including the types of services and products they are contributing to the must... To choose which assets are still under the company ’ s patents and logos while. No business entity or shares to sell or purchases appraise, and `` as is '' in a sales to.