This document establishes an agreement between a seller and a purchaser for the sale
of assets. The assets that are subject to the sale can be specified under "Schedule A"
of this agreement. This document specifies the purchase price, warranties, default, and
terms and conditions of the agreement. This document contains standard provisions
that are commonly included in these types of agreements, and may be customized to fit
the specific needs of the contracting parties. This agreement can be used by individuals
or small businesses that want to enter into a transaction for the purchase of certain
THIS SALES AGREEMENT (the “Agreement”) is made on this ____ day of _____________,
____ (the “Effective Date”) by and between ________________ (the “Seller”) and
________________ (the “Purchaser”), collectively referred to herein as the “Parties.”
WHEREAS Purchaser agrees to purchase from Seller and Seller agrees to sell to Purchaser
certain assets of Seller.
NOW THEREFORE, for good and valuable consideration of the mutual covenants and
agreements contained herein, the receipt and adequacy of which is hereby acknowledged, the
Seller and the Purchaser hereto covenant and agree as follows:
1. Purchasing Property. Pursuant to the terms and conditions contained in this Agreement,
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, free
and clear of all liens, claims, and encumbrances, all of the assets set forth in Schedule
“A” attached hereto and incorporated herein by reference.
2. Consideration. In consideration for the delivery by Seller to Purchaser of all assets
described in Schedule “A,” Purchaser agrees to pay Seller the sum of _________
dollars ($_______) deliverable to Purchaser at _______________________. In
addition to this consideration, Purchaser shall make a deposit in the amount of
___________ dollars ($____) to Seller designated Escrow account (the “Escrow
3. Default. If Purchaser has tendered full performance of all of Purchaser’s obligations set
forth herein, and Seller fails or refuses to perform the covenants set herein, Purchaser
may, at its option, cancel and terminate this Agreement, cure such default and deduct
the cost of curing such default from the purchase price pursuant to this contract, or
file suit for specific performance against Seller. If Purchaser for any reason refuses to
fully perform all covenants set herein, Seller may cancel and terminate the agreement
and retain all deposits, or file suit against Purchaser for specific performance.
4. Assignability. Neither Party shall have the right to assign this Agreement without the
express written consent of the other Party.
5. Warranty. All assets sold shall include a certain warranty of quality by Seller. Purchaser
shall have the right to inspect all property upon delivery by Seller and Purchaser
retains the right to refuse delivery of any property that does not meet a reasonable
standard of quality.
6. Terms and Conditions Binding. All of the terms and conditions contained herein shall
be binding upon Seller and Purchaser and their respect heirs, executors, successors
and assigns, and hereby binds Seller and Purchaser to the Escrow Amount, as fixed
and settled damages to be paid by the failing party to this Agreement
IN WITNESS THEREOF, Seller and Purchaser hereto have duly executed this Agreement as of
the day and year first written above.
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ASSET PURCHASE AGREEMENT
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