Accounting Asset Acquisition Agreement
This Accounting Asset Acquisition Agreement (referred to as the “Agreement”) is entered into between [Your Company Name] (hereafter referred to as the "Buyer") and [Your Partner Company Name] (hereafter referred to as the "Seller").
I. Background
The Seller is engaged in the business of providing accounting services, and the Buyer desires to acquire certain assets related to the Seller's business, as more particularly described in Exhibit A attached hereto (the "Assets").
II. Asset Acquisition
Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Assets listed in Exhibit A, including but not limited to accounting software, client databases, and intellectual property.
III. Purchase Price
The total purchase price for the Assets shall be [$150,000] (the "Purchase Price"). The Buyer shall pay the Purchase Price as follows: [$75,000] on the Closing Date, and the remaining [$75,000] within 30 days of the Closing Date.
IV. Closing Date
The closing of the acquisition (the "Closing") shall take place on [Closing Date: February 28, 2050], or such other date as the Parties may mutually agree upon in writing.
V. Representations and Warranties
A. Seller's Representations
The Seller represents and warrants to the Buyer that, as of the Closing Date, all financial statements provided are accurate, and there are no undisclosed liabilities. This ensures transparency and integrity in the transfer of assets.
B. Buyer's Representations
The Buyer represents and warrants to the Seller that, as of the Closing Date, it has the financial capability to fulfill the obligations under this Agreement. This provides assurance to the Seller regarding the Buyer's financial standing.
VI. Indemnification
A. Seller's Indemnification
The Seller agrees to indemnify and hold harmless the Buyer from any and all claims, liabilities, and expenses arising out of any breach of the Seller's representations and warranties. This indemnification clause safeguards the Buyer from unforeseen liabilities.
B. Buyer's Indemnification
The Buyer agrees to indemnify and hold harmless the Seller from any and all claims, liabilities, and expenses arising out of any breach of the Buyer's representations and warranties. Similarly, this clause protects the Seller from potential issues arising post-acquisition.
VII. Confidentiality
Both Parties agree to maintain the confidentiality of all non-public information obtained during the negotiations and execution of this Agreement. This confidentiality provision is essential to protect sensitive business information.
VIII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [California], without regard to its conflicts of law principles. This choice of law provision establishes the legal framework for resolving any disputes that may arise.
IN WITNESS WHEREOF, the Parties hereto have executed this Accounting Asset Acquisition Agreement as of the date first above written.
SELLER:
Name:
Company Name: [Your Partner Company Name]
BUYER:
Name:
Company Name: [Your Company Name]
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