ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Buyer"), and
[Party B], a corporation ("Seller").
The Seller will sell, and the Buyer will buy, the business assets described below. This is an asset acquisition. It is not a sale of goods in the ordinary course and not a distribution arrangement.
1. Acquired assets. The Seller sells to the Buyer, and the Buyer buys, [acquired assets] (the "Acquired Assets").
2. Excluded assets. The Seller keeps its cash, bank accounts, and tax returns and tax workpapers, unless the description of the Acquired Assets expressly includes a named account or record. Assets that are not described as Acquired Assets are excluded.
3. Liabilities. The Buyer assumes no liabilities of the Seller. The Seller keeps all of them.
4. Price. No deposit is due at signing unless the parties later agree in writing. The purchase price is [purchase price], payable at closing in immediately available funds, less any deposit.
5. Closing. Closing will happen as follows: [closing steps]. At closing the Buyer pays the price, and the Seller signs a bill of sale for Acquired Assets that can pass under this Agreement.
6. Further documents. This Agreement does not by itself transfer an asset that needs a separate filing or instrument, including real property, a vehicle, or a registered intellectual property right. The parties will sign the further documents those transfers need. Until that document is effective, the Seller holds the affected asset for the Buyer.
7. Employees. This Agreement does not transfer any employee and does not require the Buyer to hire anyone. The Seller remains solely responsible for its employees.
8. Representations. The Seller represents that it has authority to sign, that it owns the Acquired Assets, and that they are free of liens except liens disclosed in writing before closing. These representations survive for 12 months after closing. A claim for fraud is not cut off by that period.
9. Indemnity. The Seller will indemnify the Buyer for losses from a breach of those representations, from a liability the Buyer did not assume, and from fraud. The Seller's total indemnity is capped at the price actually paid. The cap does not apply to fraud.
10. Transition. For 30 days after closing the Seller will give reasonable transition help, at no extra charge, to explain the Acquired Assets and introduce the contacts needed to operate them. That help is not an agreement to run the business.
11. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
12. General. This Agreement is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Buyer: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Seller: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
