Asset Purchase Agreement - For Sale of Business and Assets of Insurance Company

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					Asset Purchase Agreement – For Sale of Business and Assets of Insurance Agency

                                          AGREEMENT

        Agreement made __________ [date], between __________, of __________ [address],
City of __________, County of __________, State of __________, herein referred to as seller and
__________, a corporation organized under the laws of the State of __________, having its
principal office at __________ [address], City of __________, County of __________, State of
__________, herein referred to as buyer.

       In consideration of the promises of the parties hereto and other good and valuable
consideration, receipt of which is acknowledged, the parties agree as follows:

                                          SECTION ONE

                       DESCRIPTION AND PRICE OF PROPERTY SOLD

        The total purchase price to be paid by buyer to seller for seller's insurance agency operated
by seller at __________ [address] under the fictitious name of __________ is __________
Dollars ($__________), apportioned as follows:

       (a) Good will: __________ Dollars ($__________).

        (b) All office furniture, business machines, and office supplies owned by seller on the date of
this agreement, a signed inventory of which, containing the price of each individual item, is attached
and made a part of this agreement: __________ Dollars ($__________).

       (c) A written lease covering __________ [describe premises], located at __________
[address], dated __________ [date], and signed by seller as lessee and __________ of
__________ [address] as lessor, which lease will expire on __________, 19__: __________
Dollars ($__________).

       (d) __________ [Describe other assets]: __________ Dollars ($__________).

                                          SECTION TWO

                       PROPERTY NOT INCLUDED IN TRANSACTION

        This sale and transfer does not include cash or notes on hand on __________ [date],
uncollected premiums on policies written before __________ [date], or the books and accounts of
seller.

                                         SECTION THREE

                                               LEASE

       Seller shall secure the written consent of __________ [lessor] to the assignment to buyer of
the lease described in Section One (c), and seller shall perform all the covenants and conditions of
the lease until and including __________ [date]. Buyer shall assume lease on __________ [date],
and from that date shall perform all the covenants and conditions required to be performed
thereunder.

                                           SECTION FOUR

                               ASSUMPTION OF INDEBTEDNESS

       Buyer shall assume all the terms of a promissory note and security agreement dated
__________ [date], held by __________ [bank] of __________ [address], on __________
[describe property] on which note __________ Dollars ($__________) remains unpaid as of
__________ [date].

                                           SECTION FIVE

                                 COVENANT NOT TO COMPETE

        Seller shall not, directly or indirectly, engage in the insurance business in __________
[territory served by agency being sold] State of __________, for a period of __________ years
from __________ [date]. In consideration of this promise, buyer shall pay seller the sum of
__________ Dollars ($__________).

                                            SECTION SIX

                                      AGENCY CONTRACTS

        Seller does not represent to buyer that the various insurance companies with which seller has
agency contracts will renew these agency contracts to buyer, but seller shall assist buyer in
negotiating for renewal so that the business of the agency will continue without interruption due to
change of ownership.

                                          SECTION SEVEN

                                     BOOKS AND ACCOUNTS

       Title to all of the books and accounts of seller for the agency shall remain in seller, but seller
shall make such books and accounts available to buyer for inspection in a reasonable manner and at
reasonable times for __________ years from __________ [date].

                                          SECTION EIGHT

                                PAYMENT OF PURCHASE PRICE

        The total purchase price of __________ Dollars ($__________) shall be paid by buyer as
follows:
       (a) __________ Dollars ($__________) in cash on __________ [date], which sum shall
include __________ Dollars ($__________) in cash in consideration of seller's covenant not to
compete.

       (b) __________ [Set forth manner of payment of remainder of sum, such as: Buyer shall
deliver a note to seller for the balance of the purchase price, which shall bear interest at
__________ percent (__________%) per annum and which shall be payable at __________
Dollars ($__________) per month for __________ months.]

                                        SECTION NINE

                                 DELIVERY OF POSSESSION

      Seller shall deliver possession of the property described in Section One to buyer on
__________ [date].

                                        SECTION TEN

                                   PRORATION OF COSTS

        The cost of the following listed items shall be divided between buyer and seller in the
following manner: seller shall pay all costs attributable to the period up to and including
__________ [date], and buyer shall pay all costs attributable to the period after __________
[date]. The items include the following: utilities, rent, and public liability, fire, and extended
coverage insurance on the conveyed property.

               IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the day and year first set forth above.

[FIRST PARTY:]

                              IF BUSINESS ENTITY:

                              [Name of Company                                                   ]



                              By: ___________________________________

                              Name: _________________________________

                              Title: __________________________________


                              IF INDIVIDUAL:
                  Sign: __________________________________

                  Print Name: _____________________________


[SECOND PARTY:]


                  IF BUSINESS ENTITY:

                  [Name of Company                            ]



                  By: ___________________________________

                  Name: _________________________________

                  Title: __________________________________


                  IF INDIVIDUAL:


                  Sign: __________________________________

                  Print Name: _____________________________
                                    [Notary Seals, if needed]

[IF BUSINESS ENTITY]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ______________________ [Name], whose name as ________________ [Title] of
_____________________ [Name of Company], a _____________ [Entity Type] formed and
existing under the laws of the State of ___________ [State in which entity was formed], is signed to
the foregoing Agreement, and who is known to me, acknowledged before me on this day that, being
informed of the contents of said Agreement, ______ [he, she or it], as such officer or director and
with full authority, executed the same voluntarily for and as the act of said corporation on the day
the same bears date.

               Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                              _________________________________________
                                              Notary Public
                                              My Commission Expires: ____________________
[IF INDIVIDUAL]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ____________________________ is signed to the foregoing Agreement, and who is
known to me, acknowledged before me on this day that, being informed of the contents of said
Agreement, ____ [he or she] executed the same voluntarily on the day the same bears date.


               Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                              _________________________________________
                                              Notary Public
                                              My Commission Expires: ____________________

				
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