ASSET PURCHASE AGREEMENT TIDS ASSET PURCHASE AGREEMENT (this . Easily Editable & Printable. Short Asset Purchase Agreement - Pro-seller $25.00. The agreement is prepared from the buyer's perspective and assumes that completion will take place immediately after signing. Quickly Customize. "Agreement") is entered into on , 20_ by and between [ , a [ ("Seller") and [Sinclair Entity], a [ ] ("Buyer"). Ownership of Assets. A Checklist For an Asset Purchase. This is so that there are no qualms for when the share of a company is transferred or sold to someone and to ensure the rights of ownership of the share. Exhibits are incorporated by reference into this Agreement as though such exhibits were set forth at the point of such reference. Asset Purchase Agreement (Specified Assets)by Practical Law Corporate & Securities Related Content Maintained • USA (National/Federal)A short-form agreement for the purchase and sale of certain tangible or intangible assets (other than real property, accounts receivable or equity interests in other entities) of a private US corporation, drafted in favor of the buyer. 1 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 (“Buyer” and collectively with Seller, the “Parties” and each individually, a “Party”). The Agreement describes the terms and conditions of the sale and ensures that both parties will follow through on their promises regarding that sale. An Asset Purchase Agreement Form or an APA is a contract for the purchaser and the owner of the assets. Asset purchase agreement short form. Avoiding Unwanted IRS Attention. Seller and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.” On the terms and subject to the conditions set Purchase Agreement Forms are legal contracts that require a buyer to buy and a seller to sell a product or service.On the other hand, Separation Agreement Forms mostly common between married couples, are used when they decide to legally separate and agree on how to divide their property and assets. When buying or selling a business, the owners and investors have a choice: the transaction can be a purchase and sale of assets Asset Acquisition An asset acquisition is the purchase of a company by buying its assets instead of its stock. ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of the 24th day of January, 2014 by and among SELLER’S LLC NAME, a Montana limited liability company (“SELLER CO”), Andrew Y (“SELLER NAME”), BUYER’S LLC NAME, a Colorado limited liability company (“BUYER CO”) and Clayton C (“BUYER”). Drafted with very … Gather and review due diligence items identified on separate due diligence checklist. any kind affecting the Purchased Assets. Buy Sell Agreement Form Samples - 8+ Free Documents in Word, PDF ; However, before purchasing any company’s share, there have to be a set of terms and conditions that have to finalized. Related Content. 2.1 Each of the Assets is owned both legally and beneficially by the Seller free from any third party rights and, if capable of possession, is in its possession. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude. This INVENTORY PURCHASE AGREEMENT (this "Agreement) is entered into this 13th day of January, 2009, by and between INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (the "Buyer"), VENTURE METALS, LLC, a Florida limited liability company (the "Seller"), STEVE JONES, JEFF VALENTINE and CARLOS CORONA, the members of Seller (collectively, the … d. Other items to be set forth in the definitive Asset Purchase Agreement; e. Excluded Assets: None. 31. Conditions Precedent to Closing. Write out the full name of both the seller and the buyer as well as their corresponding information such as phone number/s, address. THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of August 24, 2011, between Name (“Seller”) and RAAM Global Energy Company (“Buyer”). A short form agreement for the sale and purchase of a business as a going concern, where both parties are limited companies. Asset Purchase vs Stock Purchase. This Standard Document assumes, among other things, a single corporate buyer and a single corporate seller. 1.2The Assets are sold by the Seller to the Buyer with such title as is available to the Seller. A merger or acquisition has to sell all of the assets involved. I drafted it with very small businesses in mind. by Practical Law Corporate. Agreement, to purchase Series A Convertible Preferred Stock of the Company having the characteristics set forth in the Certificate of Designation, as amended, attached as Exhibit 1.1. Additionally, a similar level of detailed due diligence is required in areas of the company which may not seem to be directly related to the asset purchase. Accordingly, the assets to be purchased are often described with specificity in the agreement and the transfer documents. Available in A4 & US Letter Sizes. Related Content Maintained • USA (National/Federal)A long-form agreement for the purchase and sale of a division or line of business of a private US corporation, drafted in favor of the buyer. Legal Due Diligence . This Standard Document is based on California law, assumes a single corporate buyer and a single corporate seller, and assumes that the signing and closing of the transaction are simultaneous. I uploaded a simple asset purchase agreement to Docracy and thought I’d share it here. ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated August 24, 2016, is by and between Eastern Connecticut Health Network, Inc., a Connecticut non-stock corporation (“Seller”), on its behalf and on behalf of its Subsidiaries, on the one hand, and Prospect CT A. II. It is a document that is received after mutual acceptance on an offer, which states the sale price and the terms of purchase. SAMPLE CLOSING CHECKLIST FOR ASSET PURCHASE AGREEMENT [Date] [Purchaser's Name] [Seller's Name] TRANSACTION. Seller's rights under such contracts pertaining to its business, including such matters as purchase orders, sales contracts, equipment leases, licenses, as Purchaser may determine to acquire; and. An asset purchase agreement is exactly what it sounds like: an agreement between a buyer and a seller to transfer ownership of an asset for a price. The buyer of business assets and the seller must independently report to the IRS the purchase price allocations that both use. A purchase and sale agreement is an agreement between a buyer and a seller that belongs to real estate property, company stock, or any other assets. EXECUTION COPY . The usual practice, however, is for buyer’s counsel to use a broad description that includes all of the seller’s assets, 2. Although assets are considered as groups of properties, it is not required for the purchaser to buy every single asset of the company. assets described in the acquisition agreement. Buyer to receive b enefit of si multaneo us iss ue. STOCK PURCHASE AGREEMENT . How to Write a Purchase Agreement. There are no pending, outstanding, or threatened claims, suits, proceedings, judgments or orders against or involving Seller or any of the Purchased Assets that will materially adversely affect the Purchased Assets or Seller's ability to fulfill its obligations under this Agreement. Stock Purchase Agreement (Pro-Buyer Long Form)by Practical Law Corporate & Securities Environmental provisions by Andrew N. Davis, Ph.D. and Aaron D. Levy, Shipman & Goodwin LLP. Do all required follow-up from due diligence checklist before closing. Documenting the transaction is very vital to know which assets are still under the company’s care. THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of March 4, 2013, by and between Workhorse Custom Chassis, LLC, an Illinois limited liability company (“Seller”) and AMP Trucks Inc., an Indiana corporation (“Buyer”). This Asset Purchase and Sale Agreement (this “Agreement”) is entered into as of the date set forth below by and among Adino Exploration, LLC (“Seller”), Adino Energy Corporation (“Parent”) and Broadway Resources, LLC (“Buyer”). In most jurisdictions, an asset acquisition typically also involves an assumption of certain liabilities. Seller m u st pay all Seller’ s existing loan s, liens and relate d co sts affectin g the sale of t he pro perty, Seller's settle ment fe es, 30. real estate co mmissions, the b alance o n any leased i tems that re main w it h the prop erty, a nd a title insurance policy with . RECITALS: WHEREAS, the Seller owns ( ) shares of common stock of Charter III, Inc. (the “Shares”). Should you encounter the need to write a purchase agreement in lieu of selling a personal property, here is an easy guide to help you write an effective purchase agreement: 1. Acquiring only some of the assets from a seller requires many of the same due diligence activities as the acquisition of the company. INVENTORY PURCHASE AGREEMENT . A long-form agreement for the purchase and sale of a division or line of business of a private US corporation, drafted in favor of the buyer. The tax consequences could affect the amount a buyer will pay or a seller will accept in an asset purchase deal. The Seller Escrow Expense shall be deducted from any portion of Seller’s Pro Rata Share of the remaining Escrowed Funds that are payable to Seller and retained by the Escrow Agent prior to the distribution of the balance, if any, to Seller. Related Content Maintained • USA (National/Federal)A long-form agreement for the purchase and sale of all of the outstanding capital stock of a private US corporation, drafted in favor of the buyer. A short-form asset purchase agreement for the purchase and sale of all or substantially all of the assets of a private California corporation, drafted in favor of the buyer. I. Asset Purchase Agreement (Pro-Buyer Long Form)by Practical Law Corporate & SecuritiesEnvironmental provisions by Andrew N. Davis, Ph.D. and Aaron D. Levy, Shipman & Goodwin LLP. It also assumes that the signing and closing of the transaction are not simultaneous. Capitalized terms are defined in the first Article. A Purchase Agreement is a legal document between two parties, the Seller who wishes to sell a piece of personal property and the Buyer who wants to buy that property. Due Diligence Matters: 1. AGREEMENT OF PURCHASE This agreement is by and between _____ (“Institution”), and _____ (“Seller”). This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of October 1, 2012, by and among EMMIS PUBLISHING, L.P., an Indiana limited partnership (the “Seller”), and COUNTRY SAMPLER, LLC, an Indiana limited liability company (the “CS Buyer”), and BIG SANDY REALTY, LLC, an Indiana limited liability company (the “BSR … definitive purchase agreement Assist counsel and Seller to identify qualifications and exceptions to be made to representations and warranties Identify if materials can be disclosed to the Purchaser without third party consent Assist with identifying transition and integration issues . Instantly Download Restaurant Purchase and Sale Agreement Template, Sample & Example in Microsoft Word (DOC), Google Docs, Apple Pages Format. Purpose of an Asset Agreement 2. 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