Asset purchase agreement simple pdf and word download. In an asset purchase agreement, both buyer and seller agree to the specific terms. Asset purchase agreement this asset purchase agreement this agreement, dated september 27, 2016, is by and between greater waterbury health network, inc. The purpose of the asset purchase agreeement is to specify the terms of the sale, the specific assets purchased, and to define the rights and liabilities of each party to the transaction. Agreement of purchase and sale of business assets page 3 of 5 4. Your purchase of business agreement includes the terms of sale, as well as optional warranties to protect. Such a takeover is typically accomplis hed by the purchase of shares or by the purchase. Nov 28, 20 an asset purchase agreement apa is a definitive agreement that finalizes all terms and conditions related to the purchase and sale of a companys assets.
Business day means any day other than a saturday, a sunday, or other day on which banks in new york, new york generally are not open for business. This typically includes the terms and conditions of the sale, the sale price, disclaimers, warranties, and other optional clauses that protect the interests of both the buyer and the seller. Agreement means this asset purchase agreement, including the preamble and the recitals, and all the schedules attached hereto, as they may be amended, restated or supplemented from. This asset purchase agreement the agreement, dated as of january 30, 2014 is by and between garden city hospital, a michigan notforprofit corporation seller, and prime. Asset purchase agreements and share purchase agreements tds law. The sale and purchase of the purchased assets will be effective. Name of seller, a company having its registered address at address hereinafter referred as the seller which expression shall mean and include its successor and assign. Accrediting body means any person, whether private or quasiprivate, whether foreign or domestic, which engages in the granting or withholding of accreditation of postsecondary educational institutions or their educational programs in accordance with standards and requirements relating to the performance. Asset purchase agreement among blue water holdings llc and the city of burlington dba burlington telecom and champlain broadband, llc and schurz. Stock and asset purchase agreement dated as of may. Buyer may assign or otherwise transfer any of buyers rights, title, and interest in and to this purchase agreement to a third party without the sellers consent. Its important to note in an apa transaction, it is not necessary for the buyer to purchase all of the assets of the company. All items sold shall be fully paid for by seller at 3.
Selling or transferring ownership of your business. If an accepted offer and agreement to purchase does not close, regardless of the circumstances, both purchaser and seller must agree in writing prior to release of earnest money or in the alternative, pursuant to court order in accordance with sdcl 3621a81. Since initial sales agreement is a factor that is needed to be taken into consideration in every sale transaction, a form stating all the content of the sales agreement is a strong evidence that the seller and the buyer has already initially agreed with the specifics of a particular transaction. At the closing, purchaser shall purchase the assets from seller, upon and subject to the terms and conditions of this agreement and in reliance on the representations, warranties and covenants of seller and shareholder, in exchange for the purchase price hereinafter defined in section 1. This is an extremely simple asset purchase agreement intended to be an example for discussion purposes only. This is a form to be used in a simple transaction as a starting point for an asset purchase agreement as opposed to a stock purchase agreement between a. Applicable law means, with respect to any person, property, transaction, event or. Buyer hereby offers to purchase from seller the premises, upon the terms and conditions set out in the purchase and sale agreement below. An asset purchase agreement is a contract that formalizes the transfer of ownership of the assets of a company from the seller to the buyer.
For instance, purchasers are required to pay retail sales tax under the retail sales. Now, therefore, in consideration of the recitals and of the representations, warranties, covenants. Save, sign, print, and download your document when you are done. Asset purchase agreement this asset purchase agreement is made this date by and between. Now, therefore, in consideration of the recitals and of the representations, warranties, covenants and agreements contained, and intending to be legally bound, the parties agree as follows. An asset purchase agreement apa is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a companys assets. You are ready to purchase the assets of a business and you want to define the terms and conditions upon which the purchase will occur. This agreement sets out the specific terms of the agreement. This form is for use in all states and is available for immediate download. This asset purchase agreement is between a seller and a buyer who is purchasing certain assets currently used in sellers business. Noncompetition, nondisclosure and nonsolicitation agreement. Dba healing arts initiative, a new york notforprofit corporation seller, and young adult institute, inc.
Applicable law means, in respect of any person, property, transaction or event, any domestic or foreign. Free purchase of business agreement create, download, and. An asset purchase agreement is the acquisition of a company by purchasing its assets. It is different from a stock purchase agreement spa where company shares, including title to the assets and liabilities, are being boughtsold. This asset purchase agreement this agreement is made. Asset purchase agreement short form if you found this post and document download useful, please make a. Asset purchase agreement this asset purchase agreement this agreement is made as of march 4, 20, by and between workhorse custom chassis, llc, an illinois limited. More than just a template, our stepbystep interview process makes it easy to create an asset purchase agreement. Note, however, that state law considerations of successor liability should be carefully considered by all parties to an asset purchase agreement. This is a form to be used in a simple transaction as a starting point for an asset purchase agreement as opposed to a stock purchase agreement. Asset purchase agreements and share purchase agreements. Business, including warranties related to the preclosing operation of.
The following download is a simple version of an asset purchase agreement. An asset purchase agreement apa is a definitive agreement that finalizes all terms and conditions related to the purchase and sale of a companys assets. Seller hereby agrees to sell to buyer, and buyer hereby agrees to purchase from seller, all of the tangible and intangible assets of seller used in seller. Closing means the consummation of a the exchange and acquisition of the assets, or b the purchase of the shares, pursuant to this agreement on the closing date in accordance with the provisions of section 10. As for purchasing assets, an asset purchase agreement form will outline the companys terms and conditions regarding the limitations of the purchaser to use the assets. Asset purchase agreement state specific us legal forms. This is a standard asset purchase agreement that can be used to facilitate the sale of an asset between a buyer and a seller. Asset purchase agreement a takeover of a business is usually defined as the acquisition of ownership or control of a corporation. Books and records means originals, or where not available, copies, of books and records maintained in connection with the hospital, the licensed operations or the acquired. Buyer may assign or otherwise transfer any of buyers rights, title, and interest in and to this purchase agreement to a third.
Buyers credit agreement means the credit agreement or agreements, by and among. Asset purchase agreement company namethis asset purchase agreement this agreement dated as of date, between buyer buyer and seller seller. Asset purchase agreement this asset purchase agreement this agreement is made as of march 4, 20, by and between workhorse custom chassis, llc, an illinois limited liability company seller and amp trucks inc. Considerationpurchase price and projected net working. Accrediting body means any person, whether private or quasiprivate, whether foreign or domestic, which. Asset purchase agreement for use in india law compliance. The terms of this agreement will determine what items are includedexcluded. A purchase sale agreement form defines all the obligations of both the buyer and the seller. Asset purchase agreement this asset purchase agreem ent is ente red into as of april 30, 2001 by and am ong steiner spas usa, inc. This agreement sets out the specific terms of the agreement including the assets to be purchased, the closing date and purchase price. Purchasers may be required to pay taxes on the assets acquired under an asset purchase agreement.
Asset purchase agreement free download on upcounsel. Agreement means this asset purchase agreement and all schedules attached hereto. Such a takeover is typically accomplis hed by the purchase of shares or by the purchase of assets. Unless indicated otherwise in this agreement, the listing broker shall act as escrow agent and shall deposit earnest money received into its escrow account within. However, absent a change of control provision in a contract, no consent or approval is required from contracted third parties in a share purchase transaction. Asset purchase agreement this agreement made the day of march.
Agreement shall mean this agreement for purchase and sale of assets and the schedules and exhibits hereto. Stock and asset purchase agreement konecranes investors. This asset purchase agreement the agreement, dated as of january 30, 2014 is by and between garden city hospital, a michigan notforprofit corporation seller, and prime healthcare services garden city, llc, a delaware limited liability company purchaser. Asset purchase agreement short form if you found this post and document download useful, please make a small donation here in order to help us in our mission to publish more free quality legal content on this site. An agreement form is used when transacting any type of purchase that involves a large amount of payment and rights of a business. Agreement and the closing date in compliance with section 7 of this agreement or the tba. Asset purchase agreement startup law resources business operations. This form complies with the laws of the states and territories of india this is the content of the form and is provided for your. All the parties involved in a real estate property purchase. Asset purchase agreements are typically used when one business enters into an agreement to purchase all or part of the assets of another business. Stock and asset purchase agreement dated as of may 16, 2016. Unless indicated otherwise in this agreement, the listing broker shall act as escrow agent and shall deposit earnest money received into its escrow account within two 2 banking days of acceptance of this agreement and hold it until time of closing the transaction or termination of this agreement. Closing means the consummation of a the exchange and acquisition of the assets, or b the purchase of the.
This share and asset purchase agreement this agreement, dated as of may 16, 2016 the agreement date, is made by and among terex corporation, a delaware corporation seller, and konecranes plc, a finnish public company limited by shares. This asset purchase agreement is between a seller and a purchaser who wishes to purchase sellers business and its assets. Agreement means this asset purchase agreement, including the preamble and the recitals, and all the schedules attached hereto, as they may be amended, restated or supplemented from time to time in accordance with the terms hereof. In fact, its common for a buyer to exclude certain assets in an apa. Subject to the provisions of this agreement, buyer agrees to purchase, and seller agrees to sell, all sellers rights, title and interest, if the purchased assets, as defined in. Asset purchase agreement simple this is a form to be used in a simple transaction as a starting point for an asset purchase agreement as opposed to a stock purchase agreement between a buyer and a seller.
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