Purchase Agreement Format
Purchase Agreement Format
This Purchase Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date"), by and between:
[Your Company Name], a [Your State of Formation] corporation, with its principal place of business at [Your Company Address] ("Seller"), and
[Buyer's Company Name], a [Buyer's State of Formation] corporation, with its principal place of business at [Buyer's Address] ("Buyer").
1. Sale of Assets
1.1 Purchase and Sale.
Keeping in agreement with the various terms and conditions that are outlined within this agreement, it has been stated and agreed upon that the Seller has willingly agreed to go forward with the sale, to facilitate the transfer, handle the conveyance, and also oversee the delivery to the Buyer.
The aforementioned services shall be provided for all of the Seller's assets, rights, titles, and interests, specifically those that are detailed, outlined, and described within Exhibit A, also importantly referred to throughout this document as the "Assets". Additionally, it is also mutually agreed upon, that the Buyer is willing to go forward with the purchasing process, and is ready to acquire all those aspects from the Seller.
1.2 Excluded Assets.
The following assets are specifically excluded from the Assets and are not part of this Agreement:
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Cash and cash equivalents
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Accounts receivable
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Prepaid expenses
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Intellectual property not being transferred
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Real property (if not included in the sale)
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Vehicles (if not included in the sale)
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Inventory (if not included in the sale)
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Liabilities and obligations not assumed by the Buyer
2. Purchase Price
2.1 Purchase Price.
The total purchase price for the Assets shall be [Purchase Price] Dollars ($[Amount]) (the "Purchase Price").
2.2 Payment Terms.
The Purchase Price shall be paid by Buyer to Seller as follows:
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The Purchase Price shall be paid in full by wire transfer to Seller's bank account within [number] days of the Closing Date.
3. Closing
3.1 Closing Date.
The closing of the purchase and sale of the Assets (the "Closing") shall take place on or before [Closing Date], or such other date as mutually agreed upon by the parties.
3.2 Closing Deliverables.
At the Closing, Seller shall deliver to Buyer the following:
(a) A documented transaction, also known as a bill of sale, that is written and arranged in a manner which is deemed acceptable and satisfactory to the party purchasing, who is referred to as the Buyer, and that includes the transmission of the property or assets in discussion from the current possessor to the aforementioned Buyer.
(b) This includes all required tasks, endorsements, or other tools of transfer or conveyance that are essential to facilitate the transfer of the assets to the buyer. In addition, it covers any other relevant or necessary actions which may be needed to ensure that the said assets are legally and effectively transferred to the buyer.
(c) Any other documents or certificates that are required to be delivered by the Seller as stipulated by the terms and conditions found within this Agreement.
4. Representations and Warranties
4.1 Seller's Representations and Warranties.
Seller represents and warrants to Buyer that:
(a) The seller possesses a valid and transferable ownership of the assets, which is devoid of any financial dues or obligations hashed upon it including liens or encumbrances, or any other restrictions that might obstruct or limit its possession or usage.
(b) The Seller possesses the complete and legitimate right, the full capacity, and adequate authority to initiate or enter into this particular Agreement. Additionally, the Seller has the full right to transfer or sell the specified Assets to the prospective Buyer.
(c) The process of executing, delivering, and performing the tasks and responsibilities as outlined in this Agreement by the Seller have been properly authorized through all required corporate procedures, measures and actions that were deemed necessary; and
(d) To Seller's knowledge, there are no actions, suits, or proceedings pending or threatened against Seller that would materially affect Seller's ability to perform its obligations under this Agreement.
4.2 Buyer's Representations and Warranties.
Buyer represents and warrants to Seller that:
(a) The individual or entity acting as the buyer has been granted the comprehensive and absolute right, the necessary power, and the full authority to engage in this agreement. Further, the buyer retains these rights for the purpose of making a purchase of the specified assets from the individual or entity acting as the seller.
(b) The process of executing, delivering, and performing this Agreement by the Buyer has been appropriately authorized through all required actions from the corporate level. This means that the required procedures have been followed and necessary approvals have been obtained by the Buyer in order to ensure that the terms and conditions set in this Agreement are met.
(c) To Buyer's knowledge, there are no actions, suits, or proceedings pending or threatened against Buyer that would materially affect Buyer's ability to perform its obligations under this Agreement.
5. Miscellaneous
5.1 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
5.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State of Formation] without regard to its conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Business Asset Purchase Agreement as of the Effective Date.
[Your Company Name]
Name: [Your Name]
Title: [Your Title]
[Buyer's Company Name]
Name: [Buyer's Name]
Title: [Buyer's Title]
