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Asset Purchase Agreement - Short Form

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					                                   PURCHASE AGREEMENT


THIS PURCHASE AGREEMENT entered into the ____ day of ________, 20____ (the “Closing
Date”), by and between __________________________, a [corporation/limited liability
company/partnership] organized and existing under the laws of the State of ____________
(hereinafter the “Seller”), and ____________________, [corporation/limited liability
company/partnership] organized and existing under the laws of the State of ____________
(hereinafter the “Buyer”).


I.      SALE OF BUSINESS

Seller shall sell to Buyer and Buyer shall purchase from Seller, the
[_______________________________________________] and all assets owned and operated
by Seller and used in the business known as [“____________________________”] and located
at ____________________________(the “Business”).

The Seller hereby sales, conveys and transfers all of the right, title and interest to all of the
Business Assets, including but not limited to, all inventory, furniture, trade fixtures, equipment,
signage, supplies, receivables, deposits, telephone numbers, contract rights, web sites, all
intangible property including trademarks, service marks, logos, including the trade name
“Premier Fitness”, and all other tangible and intangible property owned and used by Seller in the
Business (collectively, the “Assets”) with the exception of any excluded assets hereinafter
expressly identified on Schedule B.

II.     PURCHASE PRICE AND ASSUMPTION OF LIABILITIES

A. [Buyer hereby purchases from Seller all the Assets of the Business in exchange for the
   following: 1)      Buyer shall pay to Seller the total of purchase price of
   ________________________________ ($________)in cash upon the execution of this
   Agreement; and, 2) Buyer shall also assume certain liabilities of the Seller as identified
   herein in this Agreement, and as set forth in Schedule C attached hereto (the “Assumed
   Liabilities”), and be responsible to pay those debts based on their existing due dates and
   amortization schedules on a monthly basis. Such payments shall begin immediately upon the
   execution of this Agreement.]
                                    -OR-

      [Buyer hereby purchases from Seller all the Assets of the Business in exchange for the
      following: 1) Buyer shall pay to Seller a total of ________________________________
      ($________), together with any interest that may accrue on the unpaid portion of the
      purchase price, in the form of ___________ Dollars ($________) cash upon the execution
      of this Agreement, and the execution of the Promissory Note attached hereto as Schedule A
      (the “Note”); 2) Buyer shall also assume certain liabilities of the Seller as identified herein
      in this Agreement, and as set forth in Schedule C attached hereto (the “Assumed
      Liabilities”), and be responsible to pay those debts based on their existing due dates and



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       amortization schedules on a monthly basis. Such payments shall begin immediately upon
       the execution of this Agreement.]

B. [Until Buyers obligations contained herein are performed in full under Seller’s sole
   discretion, and the Purchase Price is paid in full, Seller shall retain a lien on all assets being
   sold hereunder, and Buyer agrees that the Assets shall automatically revert and be
   transferred back to Seller in the event such obligations are not performed within the time
   periods specified in this Agreement and the Note. It is understood and agreed that the Seller
   transfers the Assets herein subject to the continuing right to take possession of the Assets
   should Buyer breach any provision of this Agreement or the attached Note. Buyer
   understands and agrees that Seller’s right to take possession of the Assets does not require
   any notice, foreclosure or civil proceedings, but in any event this provision shall constitute a
   confession judgment by Buyer legally conveying such Assets back to Seller immediately upon
   an event of default or breach. In the event of business termination, bankruptcy, default on
   any of the Assumed Liabilities, default of the Note or failure to make payments pursuant to
   the terms and conditions of the Note, during the period set forth above, all Assets will
   become the property of the Seller pursuant to this Agreement and the Seller’s liens as set
   forth herein above.]

C. Buyer agrees to assume the liabilities and obligations of the Seller related to the Business and
   the Assets, including those listed on Schedule C attached hereto. Such liabilities shall
   include the rent for the leasehold interest of the property where the Business and Assets are
   located, any and all equipment leases, and any other monthly recurring obligations of Seller
   incurred during its ownership of the Business.

III.     EXCLUDED ASSETS

There shall be excluded from Seller’s assets being sold and transferred hereunder the following:
a) any and all options to acquire the land and building that the Business is located on or in; b)
Refundable income taxes, prepaid interest and loans and exchanges; c) The assets, if any, listed
on Schedule A.

IV. ASSUMPTION OF LIABILITIES

Buyer agrees to assume all of Seller’s equipment leases listed on Schedule C (the “Equipment
Leases”) effective on the date of closing and to make all further payments due under said leases.
If said leases include a buy-back provision at the end of the lease period, Buyer may exercise
such buy-back provision without further payment to Seller. Buyer shall execute an agreement
assuming all obligations of the Equipment and Building leases, and Buyer shall indemnify Seller
and William M. Keever, from any and liability, claims, debts, suits or actions related to the
Business or the Assets.

V.       OFFICE EQUIPMENT, SUPPLIES, & RECORDS

Buyer hereby acquires all office furniture and other equipment and supplies normally used by
Seller in its operation. To the best of Seller’s knowledge and belief, all equipment shall be in



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good serviceable condition. Seller shall also provide to Buyer Seller’s records of employees and
its customer files and related information, whether maintained manually or stored in an
electronic format. All data contained on the computer system utilized by Seller must remain
intact, such that Buyer can utilize the computer system for its operations on the day of closing.

VI.     SELLER TO FURNISH ASSIGNMENTS AND CONSENTS

Seller hereby covenants that Seller will take all reasonable actions as shall, in the opinion of
Seller, be necessary or appropriate for (i) the rights and obligations of Seller under such
contracts, certificates and Licenses and Approvals to be preserved, (ii) written waivers of any
and all rights, rights of first refusals, options, or other Rights held by any third party under any of
the contracts or agreements, and the written consents to the sale of any such Assets as are
covered by any such rights or options.

VII.    COVENANTS AND REPRESENTATIONS

A.      Seller has the requisite power and authority to execute, deliver and perform this
Agreement and all agreements executed and delivered by it pursuant to this Agreement, and has
taken all action required by law, its constituent documents or otherwise, to authorize the
execution, delivery and performance of this Agreement and such related documents. The
execution and delivery of this Agreement does not, and the consummation of the sale
contemplated hereby will not, violate any provisions of the constituent documents of Seller, or
any provisions of, or result in the acceleration of, any obligation under any mortgage, lien, lease,
agreement or instrument, to which Seller is a party, or by which it is bound. This Agreement has
been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation
of Seller.

B.      To the best of Seller’s knowledge and belief, Seller holds good and defensible title to all
of the Assets, including any leasehold interests, free and clear of any liens, claims, charges,
exceptions or encumbrances, except for those expressly disclosed as Assumed Liabilities and as
set forth on Schedule B. All inventories, supplies, equipment, furniture and other tangible Assets
of the Business are currently used by or are useful in the Ordinary Course of the Business by
Seller and, to the best of Seller's knowledge, are in good operating condition and in a state of
reasonable maintenance and repair.

C.      Seller has no knowledge of any pending litigation, governmental investigation, third
party payor audit or recoupment proceeding or other proceeding against or relating to Seller, the
Seller's Business, the Assets, or the transaction contemplated by this Agreement and, so far as is
known to either Seller or any of its shareholders, no basis for any such action exists. To the best
of Seller's knowledge, Seller has complied with the applicable provisions of all Laws and no
notice of any pending inspection or violation of any Laws has been received by Seller.

VIII.   MISCELLANEOUS PROVISIONS

Each party hereto agrees to perform any further acts and to execute and deliver any other
documents which may be reasonably necessary to carry out the provisions of this Agreement.



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The provisions of this Agreement shall be severable and if any provisions shall be invalid or void
or unenforceable in whole or in part for any reason, the remaining provisions shall remain in full
force and effect.

This Agreement contains the entire agreement of the parties and supersedes any and all prior
agreements between the parties, written or oral, with respect to the purchase and sale
contemplated hereby. This Agreement may not be changed or terminated orally, but may only
be changed by an agreement in writing signed by the party or parties against whom enforcement
of any waiver, change, modification, extension, discharge or termination is sought.

This Agreement may be executed in several counterparts, each of which, when so executed, shall
be deemed to be an original, and such counterparts shall, together, constitute and be one and the
same instrument.

This Agreement shall be binding and shall inure to the benefit of the parties hereto, and their
respective heirs, legatees, executors, administrators, successors and assigns.

Purchaser may assign this Agreement and all of Purchaser's right, title and interest (but not its
obligations) hereunder to any affiliate, subsidiary, or other related entity of Purchaser without the
prior written consent of Seller.

All schedules, exhibits and documents referred to in or attached to this Agreement are integral
parts of this Agreement as if fully set forth herein, and all statements appearing therein shall be
deemed disclosed and relied upon for all purposes and not just in connection with the specific
representation to which they are explicitly referenced.

      IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Agreement as of the day and year first written above.

[SELLER:]

                               IF BUSINESS ENTITY:

                               [Name of Company                                      ]


                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:




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               Sign: __________________________________

               Print Name: _____________________________


[PURCHASER:]


               IF BUSINESS ENTITY:

               [Name of Company                            ]


               By: ___________________________________

               Name: _________________________________

               Title: __________________________________


               IF INDIVIDUAL:


               Sign: __________________________________

               Print Name: _____________________________




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                                    [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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                                           Schedule A


                              SECURED PROMISSORY NOTE


$ _____________                                                           [Date] ______________

        On _________________ (the "Maturity Date"), for value received, the undersigned,
__________________________________ a [corporation/limited liability company/partnership]
organized and existing under the laws of the State of ____________ (the "Maker"), promises to
pay     to    __________________________________           a     [corporation/limited    liability
company/partnership] organized and existing under the laws of the State of ____________ (the
"Payee"), the principal sum of ____________________ and ___/100 United States Dollars
($____________) or the then outstanding principal amount hereof, together with interest as
herein set forth on any and all principal amounts remaining unpaid hereunder from time to time
outstanding from the date hereof until payment in full, such interest to be payable at such rates
and such times as are hereinafter specified. This Promissory Note is being entered and agreed to
as payment of the Purchase Price under that certain Asset Purchase Agreement dated ________,
20__ by and between Maker and Payee (the “Agreement”).

1.     Interest and Principal

         1.01 Interest. Payee shall receive interest on the principal amounts of _____ Percent
(____%) simple interest amortized over the term of this Note, with such interest payments to be
paid monthly on or before the 1st day of each month, until the full balance of the principal is paid
in full. Such interest payments shall begin immediately upon the execution of this Note.

       1.02 Principal. The outstanding principal amount of this Note together with any
unpaid interest accrued under Section 1.01 of this Note shall be paid on or before the Maturity
Date.

        1.03 Prepayment. This Note may be prepaid, without premium or penalty, in whole or
in part, at any time or from time to time at the option of the Maker, by paying to the Payee an
amount equal to the amount to be prepaid together with interest accrued thereon through the date
of prepayment.

        1.04 Delivery of Payment. All payments made hereunder shall be made by check
delivered by hand to Payee, or mailed first class, postage paid to the Payee at the address set
forth above or to such other address as the Payee may from time to time designate in writing to
the Maker. Such payments shall be accompanied by a notice setting forth in reasonable detail (a)
the amount of interest and principal being paid and (b) the remaining principal amount. If any
payments are required to be made on a day that is not a Business Day (as hereinafter defined) the
date on which such payment is required to be made shall be extended to, and such payment shall
be required to be made on, the next Business Day. "Business Day" shall mean a day other than




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Saturday, Sunday and any day that shall be in the City of Nashville, Tennessee, a legal holiday or
a day on which banking institutions are authorized by law to close.

2.     Security

        The Maker hereby grants, conveys, and assigns to the Payee a priority security interest in
the following described property, to wit: The Maker hereby grants, conveys, and assigns to the
Payee a priority security interest in the following described property, to wit: all property listed
and described in Exhibit A attached hereto and incorporated herein by reference (the
“Collateral”), of even date herewith, as security for the payment of the Maker’s obligations under
this Agreement.

3.     Defaults and Remedies.

       3.01    Events of Default. An "Event of Default" shall occur if:

             (a)    the Maker defaults in the payment of interest on this Note when it
       becomes due and payable;

             (b)    the Maker defaults in the payment of principal on this Note when it
       becomes due and payable, at maturity or otherwise;

              (c)     the Maker fails to comply with any of the other agreements or obligations
       contained in this Note or the Agreement dated August 8, 2003 by and between Maker and
       Payee (the “Agreement”), and

              (d)    the Maker pursuant to or within the meaning of any Bankruptcy Law (as
       defined below):

                      (i) commences a voluntary case;

                       (ii) consents to the entry of an order against it for relief in an involuntary
               case; or

                      (iii) makes a general assignment for the benefit of its creditors; or

             (e)    a court of competent jurisdiction enters an order or decree under any
       Bankruptcy Law that:

                      (i) is for relief against the Maker in an involuntary case;

                       (ii) appoints a Custodian (as hereinafter defined) for all or substantially all
               of the assets of the Company; or

                      (iii) orders a liquidation of the Company.




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       The term "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state
law. The term "Custodian" means any receiver, trustee, assignee, liquidator, or similar official
under any Bankruptcy Law.

        Any default of this Note or the Agreement shall immediately constitute an Event of
Default, and Payee may immediately and without notice exercise any and all rights and remedies
relating to such default.

        3.02 Acceleration. If an Event of Default occurs, the holder of this Note may, without
notice to the Maker, declare the principal of and accrued interest on this Note to be immediately
due and payable.

        3.03 Other Remedies. Subject to Section 2, if an Event of Default occurs, the holder
of this Note may pursue any available remedy to collect the payment of interest, principal, or
premium, if any, on this Note or to enforce any provision of this Note, including the liens on the
Collateral. A delay or omission by the holder of this Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver or
acquiesce in the Event of Default. All remedies are cumulative to the extent permitted by law.

4.     Usury.

        It is the intention of the parties hereto to conform strictly to applicable usury laws now or
hereafter in effect. If any of the terms or provisions of this Note are in conflict with applicable
usury law, this Section 4 shall govern as to such terms or provisions, and this Note shall in all
other respects remain in full force and effect. If any transaction contemplated hereby would be
usurious, it is agreed that the aggregate of all consideration that constitutes interest under
applicable law that is contracted for, charged, or received under this Note shall under no
circumstances exceed the maximum interest allowed by applicable law. Accordingly, if interest
in excess of the legal maximum is contracted for, charged, or received: (i) this Note shall be
automatically reformed so that the effective rate of interest shall be reduced to the maximum rate
of interest permitted by applicable law, for the purpose of determining this rate and to the extent
permitted by applicable law, all interest contracted for, charged, or received shall be amortized,
prorated, and spread throughout the full term of this Note so that the effective rate of interest is
uniform throughout the life of this Note, and (ii) any excess of interest over the maximum
amount allowed under applicable law shall be applied as a credit against the then unpaid
principal amount hereof.

5.     Miscellaneous

        The undersigned hereby waives presentment, demand for payment, notice of dishonor,
and any and all other notices or demands in connection with the delivery, acceptance,
performance, default, or enforcement of this Note, and hereby consents to any extensions of
time, renewals, releases of any party to this Note, waivers, or modifications that may be granted
or consented to by the Payee in respect to the time of payment or any other provision of this
Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE




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WITH THE LAWS (EXCLUSIVE OF THE LAWS GOVERNING CONFLICTS OF
LAWS) OF THE STATE OF TENNESSEE.




                  IF BUSINESS ENTITY:

                  [Name of Company                            ]


                  By: ___________________________________

                  Name: _________________________________

                  Title: __________________________________


                  IF INDIVIDUAL:


                  Sign: __________________________________

                  Print Name: _____________________________




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                               EXHIBIT A (To Promissory Note)


                                              Collateral


        (1)     In order to secure the full and punctual payment of this Note in accordance with
the terms thereof, and to secure the performance of all of the obligations of the Maker hereunder,
Maker hereby hypothecates, assigns, pledges, and grants to Payee a continuing security interest
in and to all right, title, and interest of the Maker in the following property, whether now owned
or existing or hereafter acquired or arising and regardless of where located (all being collectively
referred to as the "Collateral"):

               (a)     Accounts;

               (b)     Inventory;

               (c)     General Intangibles;

               (d)     Documents;

               (e)     Instruments;

               (f)     Equipment;

               (g)     Real Property

               (h)      All books and records (including, without limitation, customer lists,
       marketing information, credit files, price lists, operating records, vendor and supplier
       price lists, sales literature, computer programs, printouts, and other computer materials
       and records) of the Maker pertaining to any of the Collateral; and

               (i)    All Proceeds of, attachments, or accessions to, or substitutions for all or
       any of the Collateral described hereof.

        (2)     The Security Interests are granted as security only and shall not subject the Payee
to, or transfer or in any way affect or modify, any obligation or liability of the Maker with
respect to any of the Collateral or any transaction in connection therewith.




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                                        SCHEDULE B

                                       Excluded Assets


[List any Business Assets Excluded from the Sale – E.g. Seller’s option to purchase the land and
building located at ___________________]




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                                      SCHEDULE C

                                        Liabilities



[List any liabilities to be assumed by Buyer – E.g. Equipment Lease ____________________]




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