Free Business Transfer Agreement Template
Business Transfer Agreement
1. Introduction
This Business Transfer Agreement ("Agreement") is entered into on [Date], by and between [Your Company Name], a corporation with its principal place of business at [Your Company Address] ("Seller"), and [Buyer's Name], a limited liability company with its principal place of business at [Buyer's Address] ("Buyer").
2. Transfer of Business
2.1 Description of Business Being Transferred
Seller hereby agrees to sell, transfer, convey, and assign to Buyer, and Buyer agrees to purchase from Seller, all of the assets, properties, rights, and interests of Seller's business located at [Location], including but not limited to a retail electronics store.
2.2 Assets Included in Transfer
The assets to be transferred according to this Agreement shall include, without limitation, all tangible and intangible assets used or held for use in connection with the operation of the Business, including but not limited to:
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Inventory
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Equipment
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Intellectual Property
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Contracts and Agreements
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Customer Lists
2.3 Liabilities Assumed by Transferee
Buyer shall assume only the liabilities expressly agreed to be assumed by Buyer in this Agreement, and Seller shall retain all other liabilities of the Business.
3. Purchase Price
3.1 Total Purchase Price
The total purchase price for the Business shall be One Million Five Hundred Thousand Dollars ($1,500,000.00).
3.2 Payment Terms
The purchase price shall be paid by the Buyer to the Seller as follows:
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Lump sum payment upon Closing.
3.3 Allocation of Purchase Price
The parties agree to allocate the purchase price among the assets under the provisions of Section 1060 of the Internal Revenue Code and the applicable Treasury Regulations.
4. Representations and Warranties
4.1 Seller's Representations and Warranties
Seller represents and warrants to Buyer as follows:
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Title to Assets: Seller has good and marketable title to all of the assets being transferred according to this Agreement.
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Authority: Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
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Compliance with Laws: The Business has been conducted and operated in compliance with all applicable laws and regulations.
4.2 Buyer's Representations and Warranties
Buyer represents and warrants to Seller as follows:
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Authority: Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
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Solvency: Buyer has sufficient funds to pay the purchase price and to fulfill its obligations under this Agreement.
5. Covenants
5.1 Seller's Covenants
Seller agrees to:
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Assist Buyer with the transition of the Business.
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Execute any documents reasonably requested by the Buyer to effectuate the transfer of the Business.
5.2 Buyer's Covenants
Buyer agrees to:
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Pay the purchase price under the terms of this Agreement.
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Assume and discharge the liabilities of the Business assumed by Buyer according to this Agreement.
6. Conditions Precedent
6.1 Conditions to Closing
The obligations of Buyer and Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions:
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Regulatory Approvals: Obtaining all necessary regulatory approvals required for the transfer of the Business.
7. Closing
7.1 Date and Place of Closing
The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on [Date], at the offices of Seller, located at [Closing Location], or at such other time and place as the parties may agree in writing.
7.2 Deliverables at Closing
At the Closing, Seller shall deliver to Buyer:
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Bill of Sale transferring title to the assets.
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Assignment and assumption agreements transferring contracts and agreements to Buyer.
8. Post-Closing Matters
8.1 Transition Period
The parties agree to cooperate in good faith to effectuate a smooth transition of the Business from Seller to Buyer for sixty days following the Closing.
8.2 Indemnification
Each party shall indemnify, defend, and hold harmless the other party from and against all claims, liabilities, losses, damages, costs, and expenses arising out of or related to any breach of this Agreement.
8.3 Confidentiality
The terms of this Agreement shall be kept confidential by the parties and shall not be disclosed to any third party without the prior written consent of the other party, except as required by law.
9. Miscellaneous
9.1 Governing Law
This Agreement shall be governed by and construed under the laws of the State of [State].
9.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
9.3 Amendments
This Agreement may be amended only by a written instrument signed by both parties.
9.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
9.5 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.
10. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[Your Name]
[DATE SIGNED]
[Buyer's Name]
[DATE SIGNED]
