The Seller and the Owner each covenants and agrees that neither the Seller nor the Owner will: (1) for a period of ___ years following the Effective Time own, manage, or be employed by (whether as an employee or independent contractor) a competing business within ___ miles of the Business; (2) or for a period of ___ years following the Effective Date recruit or employ (whether as an employee or independent contractor) any of the Business’s current employees or independent contractors. A purchase or sale agreement, on the other hand, deals with stock rather than private property. The determination of the optimal structure should be made as early as possible, since the decision will impact virtually all of the transaction documents. Gains arising on sale of capital assets taxed as Long/ short term capital gains depending on period of holding. A stock or equity sale transaction involves the sale of the equity interests in a target company from the equity holders to a buyer. As compared to slump sale discussed above, an asset sale/purchase is an itemized sale of the assets of company or a piece meal sale of the assets of the company. TRANSFER OF ASSETS 1.1 Sale of Assets. Any such notice or other communication will be deemed to have been given as of the date the applicable delivery receipt for such communication is executed as received or in the case of mail, three days after it is mailed. Payment Mode:The Buyer agrees to pay 1201 (US Dollars) to the Seller. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. Whether to provide for the buyer to acquire the assets or the stock (or other equity interests) of the target company will impact virtually every aspect of the deal. 4. It only expresses an intention to purchase the listed stocks but is not legally binding. Whereas a Purchase Agreement is usually made before money is exchanged and it includes specific requirements both the seller and the buyer must meet before the property ownership is transferred. 2. Additionally, an asset sale allows a buyer to avoid spending money on unwanted assets. Bill Of Sale: A document that details in writing a sale of goods or transfer of property from one party to another. i got the necessary assistance. 1. The Seller and the Owner each has carefully read and considered the provisions of this Schedule 5 and, having done so, agrees that the restrictions set forth herein are fair and reasonable given the terms and conditions of this agreement, the nature of the Seller’s and its affiliates’ business, the area in which the Seller and its affiliates market their products and services, and the consideration being provided pursuant to this agreement. Goodwill $_____. It is different from a stock purchase agreement (SPA) where company shares, including title to the assets and liabilities, are being bought/sold. This is a discretionary item of the parties. 4. 2. The Asset Purchase Agreement form contemplates that the buyer will purchase all of the assets used in the seller’s business, but will not acquire things like cash and accounts receivable. This agreement is not intended to confer upon any person or entity not a party (or their successors and permitted assigns) any rights or remedies hereunder. 3. An asset transaction is more complex than a share transaction because documentation is required for each asset being transferred. The Seller has good and marketable title to all of the Purchased Assets free and clear of all liens and encumbrances. At times, the choice for the optimal structure is apparent and quickly agreed; other times, parties can spend significant time and resources working to agree on this threshold determination. 5. Asset Purchases. 11. 7. Trade-in Mode:The Buyer agrees to pay 1210 (US Dollars) and trade-in their veh… Some require a bill of sale while others don’t. 2. Capitalization. 2. Whether you`re buying raw materials or a company car or selling office furniture in a B2B deal, paperwork can include a sales contract, a sales bill and an invoice. Representations and Warranties. If you buy something for your business, the paperwork that records the sale, comes with the territory. 8. Law Firm Web Design by NMC. Asset sales often are used in connection with the sale of a distressed business, the sale of a business division, or in transactions where there are significant concerns regarding known and unknown liabilities of the business. The Seller provides no express or implied warranty, indemnification, or guarantee to any of its customers at any time in excess of the warranty provided by the applicable product manufacturer.Each product sold or service rendered by the Seller is and has been sold or rendered, as applicable, in conformity with all applicable contractual commitments and all express and implied warranties, and the Seller does not have any liability (and there is no basis for any present or future proceeding) for replacement or repair thereof or other damages, liabilities, or obligations in connection therewith. 6. No party may cede this agreement or any of its rights, interests or obligations under this agreement without the prior written consent of another party, unless the purchaser may cede all or part of all or part of its rights under this Agreement without obtaining the agreement or approval of another party (1) to a current or future partner of the purchaser. Documenting the transaction is very vital to know which assets are still under the company’s care. 1. Involving tax counsel and accounting advisors early in an M&A process, ideally before negotiating a letter of intent or other acquisition proposal, can save time and money in the long run. This "step-up" in basis to fair market value at the time of transfer from the historical carrying cost of the seller provides a tax benefit to the buyer in the form of an additional depreciation write-off. A Business Bill of Sale is used to execute a sale and transfer of a business. Buyers often resist a stock sale transaction unless the company to be acquired has a clean operating history or there are significant practical difficulties in completing an asset sale, such as restrictions on the transfer of certain assets from the selling company to the buyer or burdensome third party consents needed to transfer the assets. This agreement may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument, and it may be signed electronically. A merger or acquisition has to sell all of the assets involved. A. (b) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of _____ sitting in _____ County or in the United States District Court for the District of _____. 4 dated January 30, 2008 and by Amendment No. Scope. Sales Agreement vs. Bill of Sale Whereas a sales settlement and a bill of sale have related features, a sales settlement gives an extra detailed cost plan and warranties on the merchandise. This agreement may not be modified or amended except by a writing signed by the parties. A simple asset sales agreement is used when finishing a transaction where the assets of the company are sold to a buyer. While the details contained in an APA will depend on the specifics of each business transaction, there are several key questions that […] The following are some of the key terms and provisions found in APAs. The Seller has operated the Business in the ordinary course before the Effective Time. The document is commonly used to record the sale of aircraft, autos, motorcycles, and watercraft. A stock sale is often favored by the owners of a selling company because, in general, all of the known and unknown liabilities of the business are transferred to the buyer, and therefore the sellers avoid ongoing exposure to such liabilities (other than as expressly agreed with the buyer). ________________________________________. Global and Assignor entered into an Asset Purchase and Sale Agreement dated as of June 14, 2007, as amended by Amendment No. Simple Asset Sales Agreement. An asset purchase agreement is created between two or more parties when either one of them is purchasing assets from the other in exchange for a certain amount of funds. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate. An Asset purchase agreement (or Business purchase agreement), or 'APA' is an agreement setting out the terms and conditions relating to the sale and purchase of assets in a company. Agreement of Purchase and Sale of Business Assets Page 4 of 5 6. The Seller and the Owner recognize that Confidential Information involves one of the Buyer’s valuable and unique assets. Title; Condition of Purchased Assets. _____ The seller will continue to own the assets that were not included in the purchase agreement with the buyer. Purchase Price. If you own a Real Estate, then please use this template. At closing, ABC and XYZ will sign an asset purchase agreement; XYZ will sign a bill of sale; if permitted by the state and if ABC takes over the XYZ location, then the parties will sign a power of attorney that allows ABC to operate under XYZ’s pharmacy license and DEA permit until ABC obtains its own license/permit for the Elm Street location; and related closing documents will be signed. 2 dated November 30, 2007, by Amendment No. (e) Entire Agreement.This Bill of Sale, Assignment and Assumption Agreement, the Asset Purchase Agreement, the Registration Rights Agreement and the Seller Non-Competition Agreement, together set forth the entire understanding of the Parties, and supersede all other agreements and understandings between the Parties, relating to the subject matter hereof and thereof. Bill Of Sale: A document that details in writing a sale of goods or transfer of property from one party to another. Determination of Capital Gain Taxability in case of Asset Purchase. I drafted it with very small businesses in mind. The Buyer, Roberts, and Group. In fact, many people refer to the document as a 'bill of sale contract'. Jack Magee and Rob Futrell are attorneys in the M&A practice group of Wyrick Robbins Yates & Ponton LLP, which represents clients across a broad range of industries in connection with their significant corporate transactions. Except as otherwise provided in this agreement, the representations and promises of the parties contained in this agreement will survive (and not be affected in any respect by) the Effective Time for the applicable statute of limitations as well as any investigation conducted by any party and any information which any party may receive. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. Scope. In an asset sale, for instance, the contract can require the buyer to assume certain of the seller’s liabilities. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. This Agreement, the sale, conveyance, assignment and transfer of the Assets to Buyer pursuant to the terms hereof, have been duly authorized by all necessary corporate action on the part of Seller, and this Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms. But most importantly, almost every tangible product on the market must have a sales agreement samples. At the Closing and subject to the terms and conditions of this Agreement, other than the Excluded Assets, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, all rights, title, and interest in and to all assets of every description, The purchased assets often encompass all or substantially all of the assets of the company; other times, the transferred assets include only those used in a specific division or certain selected assets of the company. If any date provided for in this agreement falls on a day which is not a business day, the date provided for will be deemed to refer to the next business day. Taxes. Simple Asset Sales Agreement. Therefore, in the event of any breach or threatened breach of such agreements, the Seller and the Owner each agrees that the Buyer will be entitled to an injunction from any court of competent jurisdiction enjoining such person or entity from committing any violation or threatened violation of those agreements. Indemnification obligations survive closing – meaning the obligations remain in effect even after you close the deal and collect the purchase price. It outlines the terms and conditions of the sale, and rules & regulations that need to be followed. Apart from this, this sample is editable. Notices. A purchase or sale agreement will not do you much. A Stock Sale or a Business Purchase, meanwhile, is the buying of the owner’s share of a corporation. At any time and from time to time after the date of this agreement: (1) the Seller shall execute and deliver or cause to be executed and delivered to the Buyer such other instruments and take such other action, all as the Buyer may reasonably request, in order to carry out the intent and purpose of this agreement; and (2) the Buyer shall execute and deliver or cause to be executed and delivered to the Seller such other instruments and take such other action, all as the Seller may reasonably request, in order to carry out the intent and purpose of this agreement. This bill of sale and assignment and assumption agreement is entered into on _____, 20__, between _____, a [STATE] [CORPORATION/LIMITED LIABILITY COMPANY] (the “Buyer”), and _____, a [STATE] [CORPORATION/LIMITED LIABILITY COMPANY] (the “Seller”), which is owned by _____ (the “Owner”). This transaction clearly requires an allocation of the purchase price under §1060. Sale of Assets. OWNER: Because the titles of individual assets are being turned over, there must be a unique bill of sale for each one… Whereas a sales contract is used prior to the exchange of goods, a bill of sale is used during or after the exchange of goods to transfer ownership of the goods from the seller to the buyer. A merger is, in many ways, similar to a stock deal in that the buyer acquires the entire entity operating the business, including all of the assets and liabilities of the business. The survival period for the representations and warranties made in the purchase agreement usually ranges from six months to two years. Of course, as with any form, the document will require revisions to conform it to specific deals. A Business Bill of Sale vs. a Purchase or Sale Agreement. The Sale Purchase Agreement Depending on the type and details of the sale transaction, the sales agreement may go by a different name: purchase agreement, sales contract or retail installment contract. The Seller has, in respect of the Business, filed all tax returns that are required to be filed and has paid all taxes that have become due under the tax returns or under any assessment that has become payable or for which the Buyer may otherwise have any transferee liability. Depending on whether an acquisition is structured as an asset sale or a stock sale (or merger), there will be significant differences in the transaction documents. The Inventory will be determined by a physical count performed within five days before the Effective Time. The form provides that the buyer will acquire the seller’s trade names and telephone numbers. BILL OF SALE AND ASSIGNMENT THIS BILL OF SALE AND ASSIGNMENT, made this _____, 20__, by and ... (the “Shareholder"), pursuant to the Asset Purchase Agreement (the "Purchase Agreement") by and between the parties dated _____. b) all accounts receivable of the Seller outstanding at the Effective Time; and, “Assumed Contracts” means the following contracts: _____, Furniture Fixtures and Equipment $_____ Most states require a bill of sale as proof of purchase when buying or selling a vehicle or a branded animal, ... using a purchase agreement can be the best way to handle the sale and purchase of goods. 3 dated December 5, 2007, by Amendment No. Proration of Expenses. Though this article has used the term “stock sale” to describe the primary alternative to an asset sale, it should be noted that another common M&A transaction structure, a merger, provides another alternative. Yes. Kindly respond for more details Real Estate Purchase Contract PDF. Compliance with Laws. It focuses more on identifying the exact goods the buyer is receiving and promising that the seller has true and valid title to the goods and the right to transfer the title to the buyer. An asset sale is the purchase of individual assets and liabilities, whereas a stock sale is the purchase of the owner’s shares of a corporation. 9. I drafted it with very small businesses in mind. Further Actions. Subject to the provisions set forth in this agreement, as of midnight at the beginning of the date of this agreement (the “Effective Time”), the Seller hereby sells, conveys, assigns, and transfers to the Buyer the assets set forth on Schedule 1 (the “Purchased Assets”) free and clear of any and all liens and encumbrances, and the Buyer hereby accepts the sale, conveyance, assignment, and transfer of the Purchased Assets and assumes the Buyer’s obligations under the contracts listed on Schedule 1 (the “Assumed Contracts”). In particular, for a buyer this provides an opportunity to reduce its risk of assuming unknown liabilities of the acquired business. If you accept these cookies, it will help us improve our content and user experiences. In many states, the bill of sale … Here’s the text of the document. The Inventory is salable in the ordinary course of business and consists of items that are current, standard, and first-quality. 10. It also ensures the sale is conducted fairly and legally. We'll take care of the rest 1. 1. Each of the undersigned has caused this bill of sale and assignment and assumption agreement to be duly executed and delivered as of the date first written above. 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