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									                               ASSET PURCHASE AGREEMENT

        THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into
this ______ day of                  by and among                (“Purchaser”),
                     (“Seller”) and        , as the sole shareholder of Seller
(the “Shareholder”).

                                             RECITALS

       A.       Seller conducts and operates a business which provides


                        (the "Business");

        B.       Seller desires to sell and Purchaser is willing to purchase substantially all of
Seller's assets used in Seller’s business (“Business”).

        C.     The Shareholder owns all of the issued and outstanding stock of the Seller and
will receive benefit from the transactions contemplated hereby.

        In consideration of the foregoing Recitals, the agreements hereafter set forth and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


                                      ARTICLE I.
                              PURCHASE AND SALE OF ASSETS

         1.1.    Purchase and Sale Seller hereby sells and transfers to Purchaser, free and clear
of all liens, liabilities, obligations, security interests or other encumbrances, regardless of form
(collectively “Liens”), and Purchaser, subject to the conditions set forth in this Agreement,
hereby agrees to purchase from Seller, for the Purchase Price (as defined below), all of the assets
of Seller used or usable in the Business, whether tangible or intangible, including without
limitation (collectively “Purchased Assets”):

                   (a) Cash and Cash Equivalents. All cash and cash equivalents of Seller.

                   (b) Accounts Receivable. All accounts receivable and work in progress as of
            the Closing Date (collectively, "Accounts Receivable"), as set forth in Schedule 1.1(b).

                     (c) Intangible Assets. All of Seller's intangible property used in or relating to
            the Business, including, without limitation (collectively "Intangible Assets"): (A) the
            trade names "                       "; (B) all registered and unregistered trademarks,
            service marks and copyrights; (C) all internet domain names, applications, reservations
            and registrations therefore, uniform resource locators and the corresponding internet
            sites, including without limitation the domain names set forth on Schedule 1.1(c); (D)
            logos; (E) slogans; (F) the goodwill of the Business; (G) all licenses and other rights of
          Seller to software used in connection with the Business (collectively, the "Software");
          and (H) trade secrets and confidential business information, technical data, know-how,
          procedures, technology, databases, data collections and all derivatives, improvements
          and refinements thereof, howsoever recorded or unrecorded.

                 (d) Supplies All of Seller’s point of sale materials, trade literature, marketing
          and promotional materials and information relating to the Business or products sold in
          connection with or relating to the Business, and office supplies and materials
          (“Supplies”).

                  (e) Personal Property. All of Seller’s office equipment, furniture and
          fixtures, including but not limited to, desks, computers and other personal property, set
          forth on Schedule 1.1(e) to this Agreement (“Equipment”).

                  (f) Contracts. All contracts pertaining to Seller's Business and customers,
          and suppliers, including, without limitation all purchase and sale orders, as well as
          bids to customers or prospective customers and other new proposals in process at the
          time of Closing, including those specifically listed on Schedule 1.1(f) (collectively
          “Contracts”).

                 (g) Records and Documents. All books, records and documents relating to
          the Business, wherever located, including, without limitation, all records relating to
          suppliers and customers, supplier and customer lists and files, price lists, purchase
          orders, advertising and promotional materials,         processes and procedures,
          correspondence, employee rosters and salary history, financial information and all
          records and documents used in or associated with the Business, but excluding the
          corporate charter, minute and stock record books and corporate seal of Seller
          (“Documents”).

                  (h) Prepaid Assets. All prepaid assets of the Seller.

                                         ARTICLE II.
                                         LIABILITIES

         Except for the Accounts Payable (as defined below) and those obligation under those
Contracts set forth on Schedule1.1(f), Purchaser does not assume, and shall not be obligated to
pay, perform or discharge any debts, liabilities or obligations of Seller of any kind or nature,
whether actual, contingent or accrued, known or unknown, all of which shall be and remain
liabilities and obligations of the Seller. Notwithstanding the foregoing, Purchaser will assume all
accounts payable disclosed on Seller's balance sheet dated August 8, 2007, and all amounts
payable of the Business that arise from such balance sheet date through the Closing Date to the
extent incurred in the ordinary course of business ("Accounts Payable").




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                                       ARTICLE III.
                                     PURCHASE PRICE

       3.1.    Purchase Price.Purchase Price and Payment. Subject to the adjustments set forth
          in this Section 3.1, the consideration to be paid for the Purchased Assets (the
          “Purchase Price”) shall be
                                                                              less the Working
          Capital Adjustment (as defined in Section 3.1(b)) and the Accounts Receivable
          Adjustment (as defined in Section 3.1(c)). Purchaser shall pay the Purchase Price to
          Seller, by certified or cashiers check or by wire transfer, as follows: (i)
                                                                                      ("Closing
          Payment") will be paid at Closing and (ii)
                                        less the Working Capital Adjustment and the Accounts
          Receivable Adjustment shall be payable to Seller in twenty-four (24) equal
          installments, the first installment being due and payable on the date which is the fourth
          month following the date of Closing, and subsequent installments being due on the
          same day of each succeeding month until the remaining unpaid balance has been paid
          in full.

                (b) Working Capital Adjustment. The Purchase Price shall be reduced by the
          amount Net Working Capital (as defined below) at Closing is less than

                                      ("Working Capital Adjustment"). The amount of Working
          Capital Adjustment shall reduce the amount of the Purchase Price installments payable
          to Seller pursuant to Section 3.1(a). "Net Working Capital" means the sum of the cash
          and Accounts Receivable as of the Closing, less the Accounts Payable as of the
          Closing Date.

                 (c) Accounts Receivable Adjustment. The Purchase Price shall be reduced by
          the amount of the Accounts Receivables Adjustment. The Accounts Receivables
          Adjustment shall reduce the amount of the Purchase Price installments payable
          pursuant to Section 3.1(a). The "Accounts Receivables Adjustment" means the
          amount of the Accounts Receivables as of the Closing not collected ninety (90) days
          following the Closing.

        3.2.   Allocation.. The Purchase Price shall be allocated among the Purchased Assets in
accordance with the allocations as set forth on Exhibit A. Seller and Purchaser will file their
respective tax returns and appropriate forms with the Internal Revenue Service in accordance
with such allocation.

                                         ARTICLE IV.
                                          CLOSING




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        4.1.    Closing. The closing of the transactions contemplated hereby (“Closing”) shall
take place at the offices of the Purchaser, simultaneously with the signing of this Agreement, or
at any other place and time as the parties shall agree (the “Closing Date”).

       4.2.   Deliveries. At the Closing:

                   (a) Seller shall deliver to Purchaser the following documents and instruments:

                       (i)     a duly executed Allocation of Purchase Price set forth as Exhibit
              A;

                       (ii)    Bill of Sale in the form set forth on Exhibit B;

                       (iii)   consent of assignment of the Contracts set forth in Schedule 1.1(f);

                      (iv)   certified copies of resolutions adopted by Seller’s board of
              directors and Shareholder authorizing the sale of the Purchased Assets to
              Purchaser in accordance with the terms hereof;

                     (v)    release and termination of any and all Liens, in a form satisfactory
              to Purchaser;

                      (vi)   Certificate of Good Standing of Seller from the Secretary of State
              of Seller’s State of Incorporation and states where Seller conducts its business;
              and

                      (vii) such other instruments necessary to transfer title to the Purchased
              Assets to Purchaser.

                   (b) Purchaser shall deliver to Seller the following documents and instruments:

                      (i)      the Closing Payment by certified or cashier’s check or by wire
              transfer;

                     (ii)      duly executed Allocation of Purchase Price in the form set forth on
              Exhibit A;

                    (iii)   duly executed Employment               Agreement containing non-
              competition and confidentiality provisions with             in the form set forth
              on Exhibit C;

                      (iv)   certified copies of resolutions adopted by Purchaser’s board of
              directors and Shareholder authorizing the purchase of the Purchased Assets from
              Seller in accordance with the terms hereof; and

                      (v)     a Certificate of Good Standing of Seller from the Secretary of State
              of Seller’s State of Incorporation and states where Seller conducts its business.



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                           ARTICLE V.
    REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER

       In order to induce Purchaser to purchase the Purchased Assets, Seller and Shareholder
represent and warrant to Purchaser as follows:

        5.1.    Corporate Organization; Authority. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the        , and has all requisite power
and authority to own, lease and operate its properties and assets and to conduct its business as
now being conducted. Seller is duly licensed and qualified to do business in and is in good
standing in all jurisdictions in which it is doing business and is thereby required to be so
qualified.

       5.2.    Authority. Seller has the corporate power to enter into this Agreement and such
other instruments and documents in connection with this Agreement and the transactions
contemplated hereby and to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement and any documents entered into in connection with this
Agreement and the performance of Seller’s obligations hereunder and thereunder have been duly
authorized pursuant to and in accordance with the laws governing Seller, and no other
proceedings on the part of Seller are necessary to authorize such execution, delivery and
performance. This Agreement has been duly executed by Seller and is the valid and legally
binding obligation of Seller and enforceable against Seller in accordance with its terms, except
for the effects of bankruptcy laws, other similar laws affecting creditors’ rights or general
equitable principles.

        5.3.    Accounts Receivable. Schedule 1.1(b) contains a complete and accurate schedule
of the Accounts Receivable as of the Closing, all of which have arisen solely out of bona fide
performance of services, and other business transactions in the ordinary course of business
consistent with past practice, and are not subject to valid defenses, set-offs, or counterclaims.
The Accounts Receivable are collectible in the ordinary course of Seller’s business and, in any
event, not later than ninety (90) days after the Closing Date.

       5.4.    Title to Purchased Assets. Seller owns and has good and marketable title to all
of the Purchased Assets free and clear of all Liens. Upon consummation of the transactions
contemplated hereby, Purchaser will acquire good and marketable title to all of the Purchased
Assets free and clear of all Liens and any claims of any kind.

       5.5.     No Violations; Consents. The execution, delivery and performance by Seller
and Shareholder of this Agreement and the transactions contemplated hereby do not and will not:
(a) conflict with or result in any violation of or constitute a breach or default under any term of
the charter documents or bylaws of Seller, of any agreement, license, permit or other instrument
to which Seller is a party or by which Seller is bound or to which the Purchased Assets or the
Business is subject, or any order, judgment or decree of any court or governmental authority to
which the same are bound or subject; (b) result in the creation of any Lien upon any of the
Purchased Assets; or (c) violate any applicable legal requirements.



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        5.6.   Litigation. There are no claims, actions, suits, proceedings, disputes or
investigations pending or, to the best of Seller’s and Shareholder's knowledge, threatened, before
any court or governmental authority, or before any arbitrator of any nature, brought by or against
Seller, Shareholder or any of Seller’s officers, directors or employees involving, affecting or
relating to any of the Purchased Assets, the Business, Shareholder, or the transactions
contemplated by this Agreement, nor to the best kno
								
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