The buyer agrees to purchase from the seller certain assets which are listed in the agreement. The form also provides a listing of certain assets which will be excluded from the sale. The form must be signed in the presence of a notary public.
ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) entered into as of ___________, 20__, by and among _____________________________ (“Buyer”), and _______________________ (“Seller”). WITNESSETH: WHEREAS, Seller is the owner and operator of _____________, which is located and all business is conducted at _________________________ (the “Business”); and WHEREAS, the Buyer desires to acquire certain assets from the Seller; and NOW, THEREFORE, for and in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows. Article I Purchase and Sale of Assets Section 1.1 Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions and exceptions contained herein, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, free and clear of all liens, claims and encumbrances all of the Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” shall mean and include any and all of Seller’s assets, business, properties and rights as of the Closing Date, including, without limitation, the following assets: (a) Personal Property. All machinery, equipment, supplies, inventory, materials, work in process, office equipment, fixtures, computers, software, furniture, tools, and other personal property items of any nature whatsoever and wherever located, including, without limitation, the items described on Exhibit A hereto. Contract Rights. All rights under any agreements, such as executory contracts, operating contracts, purchase and sale orders, including, without limitation, all of Seller’s rights in, to receivables or under any unfilled customer orders and all deposits and other payments relating thereto (collectively, the “Contract Rights”). Permits, Licenses, Etc. All permits, licenses, franchises, variances, consents or authorizations issued by, and all registrations and filings with, any governmental agency in connection with the Business to the extent such permits, licenses, franchises, variances, consents, authorizations, registrations and filings are assignable. Telephone Numbers. All of Seller’s rights with respect to any and all telephone numbers and listings used in connection with the Business. Business
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