All shares of capital stock of Buyer outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of Sample asset purchase agreement rights. Seller is aware that Buyer will make a notation in its appropriate records and issue "stop transfer" instructions to its transfer agent with respect to the restrictions on the transferability of such Shares.
The Seller has duly paid all such Illinois sales and income Taxes that have been incurred and are due and payable to any such taxing authorities as of the date hereof. The obligations of Buyer hereunder shall be subject to the following: Since March 31,except as described in the Buyer Financial Statements or as expressly permitted or required by this Agreement or with the consent of Seller, Buyer has not: I discussed SPAs in a prior post.
No contract or agreement providing for any transaction involving the Business shall be deemed to exist between Seller and Buyer and Sample asset purchase agreement of its affiliates unless and until a final definitive agreement has been executed and delivered.
Except as otherwise disclosed on Schedule 3. No strike, labor suit or Proceeding or labor administrative Proceeding is pending or, to the Knowledge of the Seller, threatened respecting the Employees, and, to the Knowledge of the Seller, no such matter has been threatened within the two year period prior to the date of this Agreement.
The Inventories of the Seller related to the Business are of a quality and quantity useable in the normal and ordinary course of business.
Each Person who has participated in the development of the Seller Software that is owned by the Seller is a party to a Seller Contract pursuant to which such Person has assigned the Proprietary Rights in such Software including the related documentation to Seller.
Except for the transactions contemplated by this Agreement, there are no other share capital, preemptive rights, convertible securities, outstanding warrants, options or other rights to subscribe for, purchase or acquire from Buyer any shares of capital stock of Buyer and there are no contracts or commitments providing for the issuance of, or the granting of rights to acquire, any shares of capital stock of Buyer or under which Buyer is, or may become, obligated to issue any of its securities.
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. No unresolved claim has been asserted against the Seller in writing: Except as otherwise requested by Buyer in writing, until the Release Time, Seller will, and Shareholder will cause Seller to, use their best efforts to preserve the business operations of Seller intact, to keep available the services of its present personnel, to preserve in full force and effect the contracts, agreements, instruments, leases, licenses, arrangements, and understandings of Seller, and to preserve the good will of their suppliers, customers, and others having business relations with any of them.
If to the Seller or: To the Knowledge of the Seller, no Person is interfering with, infringing upon or misappropriating any Purchased Proprietary Rights. Seller also represents that Seller has not been formed for the specific purpose of acquiring the Shares.
No party may assign either this agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other party, except that the Buyer may assign any or all of its rights under this agreement, in whole or in part, without obtaining the consent or approval of any other party, 1 to any current or future affiliate of the Buyer, 2 to any entity into which the Buyer may be merged or consolidated, 3 in connection with any acquisition, restructuring, merger, conversion, or consolidation to which the Buyer may be a party, or 4 to a lender to the Buyer or its affiliates as collateral security for current or future obligations owed by the Buyer or its affiliates to the lender.
Buyer has not granted or agreed to grant any registration rights, including piggyback rights, to any Person. No representation or warranty of Seller or Shareholder in this Agreement or any statement or document delivered in connection herewith or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
Although agreements like these do conform to customary standards and structure, variations do exist. The Seller has made available to the Buyer current, accurate and complete Lists.
Seller hereby acknowledges that the sale and issuance of the Shares hereunder has not been a accompanied by the publication of any advertisement nor b effected by or through a broker-dealer in a public offering.
All employees, agents, consultants or contractors who have contributed to or participated in the creation or development of any Purchased Proprietary Rights on behalf of the Seller either: Except as disclosed in the Buyer Financial Statements, there is no contract, agreement or arrangement between Buyer and any Person who was, at the time of such contract, agreement or arrangement an officer, director or Person owning of record, or known by Buyer to own beneficially, five percent or more of the issued and outstanding common stock of Buyer and which is to be performed in whole or in part after the date hereof.
All employees, agents, consultants or contractors of the Business have executed non-use and confidentiality agreements, or are otherwise bound by obligations of confidentiality, that cover and protect all of the Trade Secrets of the Business.
Seller represents that no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Letter. These are known as the Recitals.If you’d like to compare my discussion below with a sample Asset Purchase Agreement, 2 thoughts on “ Anatomy of an Asset Purchase Agreement ” Mukund Thakkar December 9, Brilliant summary of APA.
Very simply put, this article covers the entire essence of an APA that is required for most acquisitions. Thank you. ASSET PURCHASE AGREEMENT. This Asset Purchase Agreement (this "Agreement") Seller desires to sell and Buyer desires to purchase certain assets of Seller used in the Business in accordance with the terms and conditions contained herein.
AGREEMENT. NOW, THEREFORE, in consideration of the mutual promises. Sample Asset Sale Agreement 1. Names _____ (Seller) and _____ (Buyer) agree to the following sale. 2. Sale of Business Assets Seller is selling to Buyer and Buyer is buying from Seller the assets described below of the Buyer if the purchase is not completed because Seller cannot or does not meet its commitments.
This is a simple asset purchase agreement suitable for the sale of a small business. If you're getting ready to buy something owned by another business, get the terms in writing using our Sample Asset Purchase Agreement. Agreement to Purchase.
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.Download