Asset Purchase & Sale Agreement printable pdf download

ASSET P URCHASE & S ALE A GREEMENT

A. P ARTIES

This agreement (“agreement”) is entered into this ___

day of July, 201_ by and between XXX LLC, a

California limited liability company (“The LLC” or “buyer”) and YYY Inc. (“XXX” or “seller”), a California

company. B uyer a nd s eller w ill b e r eferred t o a t t imes a s “ the p arties.”

B. R ECITALS A ND S UMMARY

XXX o wns t he b usiness a ssets a nd o perates t wo _ ____________ b usinesses l ocated a t……………………..

The L LC i s p urchasing, o n a c ontingent b asis, t he a ssets o f t he b usinesses “ free a nd c lear,” i ncluding, b ut

not limited to, license rights, equipment, furniture, supplies, personal property leases (to the degree

desired by buyer and transferable) conditional use permits, business licenses (to the degree

transferable), c lientele c ontacts a nd c ontracts ( to t he d egree d esired b y b uyer), c ourse a nd i nstructional

materials (if applicable), staff and independent contractor relationships (to the degree desired),

applicable intellectual property (if any), accounts receivable, telephone numbers and good will.

Collectively, all items purchased shall be referred to herein as the “assets.” This agreement will also be

referred t o h erein a t t imes a s “ this t ransaction.” A c opy o f t he l icensing a greement i s a ttached h ereto a s

Exhibit “ A” a nd i ncorporated h erein b y t his r eference.

Buyer m ay s pecifically d ecline i n w riting t o p urchase a p ortion o f t he a ssets d escribed a bove p rior t o t he

conclusion of the Due Diligence period (see section D. below). This includes, but is not limited to,

existing e mployee, c lient a nd i ndependent c ontractor r elationships, a s w ell a s t he l icenses.

Buyer is not offering to purchase any debt or legal obligation of seller, except as may be expressly

agreed u pon p rior t o c losing.

C. P URCHASE & S ALE; P RICE A ND T ERMS; C LOSING

Purchase & S ale:

Subject to the contingencies listed in section D., and other terms of this agreement, seller hereby sells

and t he L LC h ereby p urchases t itle o f s eller t o t he a ssets. S eller r epresents a nd w arrants t hat e xcept f or

the i tems a ttached h ereto a s E xhibit “ B,” o r a s d eposited i n e scrow a s s oon a s p ossible a fter t he e scrow

is opened, there are no encumbrances of any nature or kind on the assets and all rights of any nature

thereto, and further, that seller is conveying full right and title to the assets and all rights of any nature

thereto to the LLC (devoid of any legal problems and with no claims and liens by other parties, private

and g overnmental).

Asset Purchase & Sale Agreement