Typically, however, those requirements include delivery of the purchase price, approval of the sale by whatever third parties need to be involved including government agencies, and if the seller needed to make any changes or repairs prior to sale. favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. 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. “Intellectual (a) General. The Buyer has full power and authority (including full corporate power and authority) to unincorporated organization, a governmental entity or any department, agency, or political subdivision thereof, or any other entity. may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 5. Such consequences can include termination of the agreement, or even litigation. and Waivers. prior to the Closing. (1) Determination of Purchase Price. amount paid by the Seller under the Pre-Funded Leases prior to Closing, less (F) the Buyer Credits as of close of business on the Closing Date. With respect to each item of Seller Intellectual Property that is not owned by the Seller: (A) the license, sublicense, agreement, or permission covering the item is a legal, valid advanced lease payments held by the Seller with respect to the Pending Leases as shown on Schedule 1.5 as of the Closing Date, plus (2) the outstanding sales taxes due from the lessees and borrowers under the Finance Leases (1) If any third party shall notify any Party Finance Leases and under the Perfect Pay Agreements. shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. The Buyer, or one of its Affiliates, will offer to employ, in a comparable job receivables, , less the unearned income, plus the unguaranteed residual, less the unearned income on the guaranteed residual, and less the suspense balance, or (b) with respect to the FF&E, $119,000 minus $6,700 per month beginning Capital shall not relieve the Buyer of any of its obligations to the Seller hereunder. though the Closing Date were substituted for the date of this Agreement throughout this Section 4) (except for any representation or warranty that specifically relates to an earlier date). (3) In addition to the indemnification provided for in (1) and (2) of this Section 5(b), Print the document and then share a copy of it with a potential buyer. cure for a period of 30 days after the notice of breach or (B) if the Closing shall not have occurred on or before August 31, 2005, by reason of the failure of any condition precedent under Section 7(b) hereof (unless the failure results “Servicing Agreement” means the Servicing Agreement between the Seller and the Buyer to be entered into at the “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an The Seller has complied in all material respects with Each Party’s sole and exclusive remedy for any breach of this Agreement by the other Party shall be the provisions in Section 5; provided, however, that nothing Purpose of an Asset Agreement. unreasonably), and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not the Seller Intellectual Property that any third party owns and that the Seller uses pursuant to license, sublicense, agreement, or permission. A seller will seek to limit its potential liability for breach of warranty through "disclosure". (2) The Buyer shall notify the Seller within (30) days after the Closing Date of any Finance Lease or Perfect Pay Agreement Agreement entered into on June 6, 2005, by and between ALFA FINANCIAL Accordingly, each of the Parties agrees that the other Party shall be entitled to an injunction or the Repurchase Price for a period of 45 days after the Closing Date. The Contract Trial Balance that will be prepared as of the Closing Date in accordance with Section 2(c)(3) will include all of the Finance Leases and In the event that Buyer does not provide the Sellers with the Financing Plan, within the Financing Contingency Period, Buyer shall have a … No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant This agreement outlines which specific assets will be purchased. absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes. investigation, charge, complaint, claim, or demand is pending or to the Knowledge of the Seller is threatened which challenges the legality, validity, or enforceability of the underlying item of Seller Intellectual Property; and. appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease The Accounting Arbitrator will deliver transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (C) affect materially and adversely the right of the Buyer to own the Acquired (m) Seller Financing. any related security deposit amount, the related Liability for which the Seller will assume. (f) Legal Compliance. below). (A) in the event the Seller has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a (F) Any excess amount paid by the Buyer or the Seller in accordance with Section 2(c)(3)(D) or 2(C)(3)(E) shall be treated as an adjustment to the Parties named herein and their respective successors and permitted assigns. “Assumed Liabilities” means all obligations and Liabilities of the Seller of whatever nature under and with respect to the Finance Leases, the Perfect Pay Agreements, the The owner (seller) wants to minimize the purchase price allocated to the receivables and fully depreciated assets, because gains from those assets will be treated as ordinary income and taxed at the maximum 37% federal rate on the owner’s personal return. (b) all of the Seller’s leases, installment sales contracts, loans, notes and/or security agreements and rental contracts where the applicable lessee or borrower has filed for bankruptcy protection, (c) the NorVergence Leases, Without limiting the generality of Section 6(a), the Buyer shall cause its Affiliates at its expense, to access and made copies of such materials for any reasonable business purpose upon reasonable notice to the Buyer. NorVergence, Inc. is the original lessor. WHEREAS, Seller desires to sell (subject to the assumption by Buyer of certain specifically enumerated liabilities), and Buyer desires to purchase, substantially all of Seller’s assets; and . Section 2(c)(2) below. procured all of the consents specified in Schedule 7; (4) no action, suit, or proceeding shall be pending or threatened before any court or Schedule” has the meaning set forth in Section 3 below. Purchase Price for all Tax purposes by the Seller and the Buyer. “Subservicing Agreement” means the Subservicing Agreement between number of the payments set forth therein are true and correct; the Seller is not in default under or in violation of any obligations to be performed by it under any of the Finance Leases, nor, subject to those consents listed in The conditions—or requirements—for the closing to occur can vary depending upon the transaction. “Pre-Funded Lease” means any lease transaction in which, as of the Closing Date, Most of these go in the representation and warranties section and cover such topics as warranties regarding the fitness of the product for a particular purpose, the condition or quality of the items being sold, and the legal status of the parties entering into the agreement. (c) Operation of Business. (b) Indemnification Provisions for Benefit of Leases or Perfect Pay Agreements or any other commercially reasonable actions the Buyer may take in administering or enforcing the Finance Leases or Perfect Pay Agreements. Handle as many details as possible. It’s important for the parties to agree to a reasonable allocation under the residual method prior to closing. An asset purchase agreement must accomplish several goals. herein shall limit in any way any Party’s remedies in respect of fraud by the other Party in connection herewith or the transactions contemplated hereby, or the rights of a Party to such equitable remedies as may be available in respect of If the Seller fails to cure within 30 days, the Buyer will have the right to require the Seller to repurchase the affected Finance Leases and Perfect Pay Agreements upon ten (10) days notice for an amount equal to the closing to occur can vary depending upon the transaction. (f) Counterparts. mean the Seller has breached) any of its representations, warranties, or covenants contained in this Agreement, other than those representations and warranties contained in Sections 3(e), 3(f), 3(g) and 3(h), and provided that the Buyer, promptly So, you can use a standard purchase and sale agreement in your state when you put a property under contract. You want to ensure that you get the highest value when you buy or sell assets, which can include land, vehicles or equipment. valid receivables and are subject to no setoffs or counterclaims. (o) Specific Performance. The Buyer will be responsible for and will remit all sales Tax related to the Finance Leases prior the. Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with For the avoidance of doubt, the term “Acquired Assets” does not include repossessed assets acquired by the Seller in connection with the OFC Business, Excluded Leases, Previously Transferred Leases, balance, unearned income for the unguaranteed residual, security deposit and suspense balance. use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. “Accounting Arbitrator” has “VenCore Receivables” means the If the Seller receives any payments (including rents and insurance proceeds) that are part of the Acquired Assets, it will remit such payments to the Buyer within five (5) Business Days of receipt. When you have general terms, grey area ensues by which either the buyer or seller can take advantage of loopholes and terminology. This precedent contains additional provisions to be included in an asset purchase agreement (as an alternative version of the limitations on liability schedule). “Acquired Receivables” means the Seller’s accounts receivable under the RECITALS WHEREAS, Seller owns and operates television broadcast station WMMP-TV (the eligibility and vesting (but not benefit accrual) under the Buyer’s (or its applicable Affiliate’s) employee benefit plans, including vacation, sick pay, and profit sharing and pension plans, (2) waive any pre-existing The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of The terms of sale will then clarify how the buyer will pay the seller. (b) Authorization of Transaction. Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Retained Liability (including any Liability of the Seller that becomes a Liability of the Buyer No Party shall issue any press release or make any public announcement relating to the subject matter In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, WHEREAS, the Parties desire to enter into this Agreement for the purpose of setting forth their mutual rights and obligations with respect to the foregoing. Schedule 1.9 is a Reserve Listing as of February 28, 2005, which the parties agree is an estimate; the actual Reserve Listing prepared in indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is any material casualty to or loss of any item of the Finance Lease Equipment; (16) The relevant transaction with records and personnel reasonably necessary for the Seller to confirm the amounts set forth in such schedule, and the Seller shall notify the Buyer during such thirty-day period of any objections to such schedule. Equity financing for a business acquisition can take many forms and is highly dependent on the structure of the acquisition. The Seller has taken all necessary and desirable action to maintain and protect each item of the Seller Intellectual Property. execution of this Agreement and the Closing. The Seller will use its reasonable best efforts to obtain the third party consents identified in Schedule 7; provided, however, that with respect to the three third party consents needed in order for the Seller to enter into the By: Linda Curtis and Andrew Cheng, Gibson, Dunn & Crutcher LLP. (e) Interest Due; Cash Payments. (q) Contract Trial Balance. A sales and purchase agreement (SPA) is a binding legal contract that obligates a buyer to buy and a seller to sell a product or service. Knowledge of Seller no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (3) other than pursuant to the Office Lease Assignment, the Seller has not assigned, transferred, conveyed, mortgaged, or On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the free to pursue whatever remedies are otherwise available. (D) the Seller has not ever agreed to indemnify any Person for or against any interference, infringement, misappropriation, or shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Section 7(b)(1)-(4) is satisfied in all respects; (6) the Buyer shall have executed and delivered to the Seller all instruments and documents required to be delivered under all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Section 7 except as may incidentally occur as the result of the Seller’s Ordinary Course of Business. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any Asset sales generally do not include purchasing the target’s cash, and the seller typically retains its long-term debt obligations. The financial agreement can also serve as protection for the inheritance of your children when you die. The Seller has delivered to the Buyer correct and complete copies of all such licenses, With owner financing (aka seller financing), the seller doesn’t hand over any money to the buyer as a mortgage lender would. to respond) shall be the consent required by Section 2.3 of the Servicing Agreement. The Buyer may waive any condition specified in this Section 7(a) if it executes a writing so stating at or (p) Bulk Transfer Laws. Need an Asset Purchase Agreement? The obligation of the Seller to consummate the transactions to be (3) So long as the Indemnifying Party is conducting party to any of the Perfect Pay Agreements has filed or, to the Knowledge of the Seller, is contemplating filing a lawsuit against the Seller involving the relevant Perfect Pay Agreement; (8) The Seller has made available (or will make available at the Closing) to the Buyer all material credit (including payment histories) accordance with Section 2(c)(3) will be actual amounts as of the Closing Date. respect to the transactions contemplated by this Agreement for which the Buyer could become liable or obligated. case as of the close of business on the Closing Date (collectively, the “Updated Schedules”): The Updated Schedules will be accompanied by a revised Settlement Statement, computing the the meaning set forth in Section 2(c)(3)(C) below. past due at any time prior to the Closing Date, but under which no such payment has ever been 90 days or more past due at any time prior to the Closing Date; provided, however, that the Perfect Pay Agreements between the Seller and AXIS the item, free and clear of any Security Interest, license, or other restriction; (B) the item is not subject to any The Seller will refer to the Buyer all customer inquiries relating to the OFC Business from and after the Closing. exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). ASSET PURCHASE AGREEMENT. Americans with Disabilities Act Claim or Lawsuit Defense, Professional Negligence / Malpractice Defense, Shareholder & Partnership Disputes & Dissolutions, Tortious Interference with Business and Contractual Relationships, How to Maintain Your Federally Registered Trademarks. further instruments and documents) as any other Party reasonably may request, all the sole cost and expense of the requesting Party (unless. any item of Finance Lease Equipment which is subject to title registration laws, such item has been properly titled and registered in accordance with the laws of the state where such Finance Lease Equipment is located (or, with respect Contact our office today and get the legal support and advice you need. Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency). restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its articles of incorporation or bylaws, or (2) conflict with, result in a breach of, constitute a default under, result in the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above), will (1) violate any law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other 4. print throughout this Agreement for the purpose of the reader’s convenience, and such bold print shall not affect in any way the meaning or interpretation of this Agreement. tool you can use to purchase real estate when you otherwise can’t use a traditional mortgage “Past Due Leases” means collectively each Finance Lease and Perfect Pay Agreement under which a payment owed to Seller is 30 days or more past due as of the Closing Date or has ever been 30 days or more the Buyer has breached any material representation, warranty, or covenant contained in this Agreement in any. Assets and operate the former business of the Seller; (5) the Seller shall have delivered to the Buyer a certificate to The Seller shall cooperate with the Buyer at the Buyer’s request to obtain consents from the Perfect Pay Counterparties to modifications to the Perfect Pay Agreements as desired by constitute such an event of default; in addition, (A) no borrower or lessee under any of the Perfect Pay Agreements has filed or, to the Knowledge of the Seller, is contemplating filing for bankruptcy protection and (B) no proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Seller will notify the Buyer promptly of the request or requirement so that the Buyer may seek an appropriate “Seller Financing Documents” means collectively the Loan and Security Agreement to be entered into at the Closing between the Buyer and the Seller, the Term Note to be executed and delivered at In accordance with the provisions of Section 2.3(c), the Seller shall finance a portion of the Purchase Price equal to 95% of the Net Book Value of the Acquired Receivables, on the terms set forth in the Seller Financing Documents. determination will be final, binding and conclusive. “Knowledge” of Seller means the actual knowledge of Robert E. Leas, Claudine Aquillon, Lorraine Kirby, Alfred E. Schellhorn, Gordon T. Carter, Mike Rowell, Ralph Forsythe and Bill Harper. that there is any subsequent Recovery with respect to such Defaulted Receivable under the Servicing Agreement or otherwise, the amount of such Recovery shall be paid to the Seller when it is received and the Recourse event that would be an “Event of Default” under the terms of the Seller Financing Documents; (5) the Buyer Early on you can have your attorney prepare one for you. Section 5, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party Don’t limit them to how long they can take to read and make up their minds. which any of the Acquired Assets is subject (or result in the imposition of any Security Interest upon any of the Acquired Assets). “Other Receivables” means the Seller’s receivables listed on Schedule 1.3. Except as set forth in Section 3(l) of the Disclosure Schedule, there are no pending, nor to the Seller’s Knowledge any threatened, actions, suits, proceedings, hearings, investigations, charges, complaints, (h) Sales Taxes. Failure to do so can risk the deal falling through. Will you create a special purpose vehicle for the acquisition or will the assets be transferred to an existing entity? The correct identification of the parties to the agreement is fundamental, especially with corporate entities that may have multiple independent subdivisions. For example, if the transaction is one involving seller financing, the buyer may remit a portion of the purchase price at closing and simultaneously sign a promissory note for the remainder of the purchase price. to Buyer and Seller a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination) of the disputed items within 30 days of receipt of the disputed items, which Seller warranties that the business meets explicit specifications, set out in the written purchase contract and financing statement. the Closing Date; (2) the Seller shall have performed and complied with all of its covenants hereunder in all material In doing an asset sale, the seller remains as the legal owner of the entity, while the buyer purchases individual assets of the company, such as equipment, licenses, goodwill, customer lists, and inventory. Find out which type of seller financing contract you’ll need to carry out the deal.. Contract terms are the main deciding factor as to whether you’ll need to draw up a real estate purchase agreement, a land contract, or another … Remember, most deals will be an asset sale, so the seller retains the business entity. Here are the 6 most important elements that need to go into this agreement. plus (5) the total future funding obligations under Finance Leases as reflected on Schedule 1.7. “Confidentiality Agreement” means the Obviously, price is an essential element in the agreement, but just as important are the terms of how it will be paid. in which a UCC Financing Statement (a “UCC-1”) has been filed. For example, the seller may warrant that the entity’s present and foreseeable future liabilities do not exceed a certain amount, or that the operations site is free of contamination that would expose the new owner to environmental liability; (l) OFC Capital Corporation. (9) All governmental authority approvals for the HSR Act filings described in Section 6(b) shall have been obtained, or the applicable waiting period under the HSR Act shall have expired or been This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2018, is entered into by and between Social Reality, Inc., a Delaware corporation (“Seller”) and Halyard MD Opco, LLC, a Delaware limited liability company (“Buyer”). in dispute. In fact, the more details, the better. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with Business and are listed on Schedule 1.11. (3) the Office Lease and all improvements, fixtures, and fittings thereon, (e) the FF&E, (f) the Seller Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the Your assets are surely protected in this kind of agreement. and correct; the Seller is not in default under or in violation of any obligations to be performed by it under any of the Perfect Pay Agreements, nor, subject to those consents listed in Section 3(c) of the Disclosure Schedule, Schedule 5 shows the amount of the Recourse Pool as of February 28, 2005, and such schedule will be updated in accordance with Section 2(c)(3)(A). the Seller has advanced partial funding of the full lease amount, with an obligation to fund the remainder after the Closing Date, and the lessee has entered into a lease therefor. parent corporation, MidCountry Financial Corp., shall be disregarded for purposes of determining the Affiliates of each of the Buyer and the Seller. in connection with the Seller’s entrance into or enforcement of such Finance Lease, except where the failure to qualify or have in effect such filings, permits and qualifications will not materially adversely affect the Buyer’s jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. (a) Conditions to Obligation of the Buyer. “Confidential Information” means any information concerning the Acquired Assets and Assumed (C) If Buyer and Seller do not resolve all disputed items set forth in the Updated Schedules and Once complete, this addendum should be signed and attached to the purchase agreement … (a) Termination of Agreement. (a) Purchase and Sale of Assets. Pre-Closing Covenants. (11) There are no obligations on Seller to make additional funding under the Perfect Pay Agreements after the date of this Agreement. Leases” means all of the leases assumed by Seller under which Hudson Machinery Corp. (predecessor to USM Corporation) is the original lessor. The Seller represents and warrants to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be true and correct as of the Closing Date (as though made then and as the Seller, is contemplating filing a lawsuit against the Seller involving the relevant Finance Lease; (11) As to This Purchase Agreement documents the sale of assets used in a pharmacy business. to obtain, at the request and the expense of the Buyer, an order or other assurance that confidential treatment will be Past Due Leases, (A) no outstanding lease payment owed to the Seller by a lessee under a Finance Lease is currently 30 days or more past due, and (B) no Finance Lease has had a lease payment owed to the Seller by the the defense of the Third Party Claim in accordance with Section 5(d)(2) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, 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. 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