This asset purchase agreement for a garage template has 28 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our asset purchase agreement for a garage template:
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Seller"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of, inter alia, providing automotive services at locations, inter alia, throughout the State/Province of [STATE/PROVINCE] (the "[STATE/PROVINCE] Business"); WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase all the assets of the [STATE/PROVINCE] Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: "Affiliate" has the meaning ascribed to the term "affiliated bodies corporate" in the [COUNTRY Business Corporations ACT/LAW/RULE]. "Associate" has the meaning ascribed to the term "associate" in the [COUNTRY Business Corporations ACT/LAW/RULE]. "Assumed Liabilities" means liabilities accruing due as of and from the Effective Time under the Equipment Contracts, Real Estate Leases, Warranties and other Contracts. "Books and Records" means any books and records (originals or copies thereof) of the Seller relating exclusively to the [STATE/PROVINCE] Business including, without limitation, books and records relating to the purchase of materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by [YOUR COUNTRY LAW]) and taxes (excluding the Seller's income tax and other tax records unrelated to the [COUNTRY/STATE/PROVINCE] Business). "Business Day" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE] [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by [YOUR COUNTRY LAW] or by local proclamation to close. "[[COUNTRY Business Corporations ACT/LAW/RULE]." means a [ACT/LAW/RULE] respecting [SPECIFY]. "Claims" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. "Closing" means the completion of all transactions contemplated herein, including without limitation the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto, the payment of the Purchase Price therefore, and the execution of the License Agreement, the whole in accordance with this Agreement. "Closing Date" has the meaning ascribed thereto in Section 4.1. "Collective Agreements" has the meaning ascribed thereto in Subsection 5.1.15, and "Collective Agreement" shall mean any one of them. "Contaminants" means any of the following: (i) any substance, waste, solid, liquid or gaseous matter, fuel (including, without limitation, petroleum products, crude oil, natural gas, natural gas liquid, liquefied natural gas, synthetic fuel or any combination of the above), micro-organism, sound, vibration, ray, heat, odor, radiation, energy vector, plasma, organic or inorganic matter, whether animate or inanimate, container, transient reaction intermediate or any combination of the above deemed hazardous, hazardous waste, solid waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental [YOUR COUNTRY LAW], including, without limitation, the Environmental Quality [ACT/LAW/RULE] ([STATE/PROVINCE]), the [COUNTRY] Environmental Protection [ACT/LAW/RULE] ([COUNTRY]), the Clean Air [ACT/LAW/RULE] ([COUNTRY]), the Transportation of Dangerous Goods [ACT/LAW/RULE] ([COUNTRY]), the Hazardous Materials Information Review [ACT/LAW/RULE] ([COUNTRY]), the [ACT/LAW/RULE] Respecting Pesticides ([STATE/PROVINCE]), the [ACT/LAW/RULE] Respecting Ecological Reserves ([STATE/PROVINCE]), the [ACT/LAW/RULE] Respecting Occupational Health and Safety ([STATE/PROVINCE]), the Use of Petroleum Products [ACT/LAW/RULE] ([STATE/PROVINCE]), Regulation no. [NUMBER] ([STATE/PROVINCE] Urban Community), Regulation no. [NUMBER] ([STATE/PROVINCE] Urban Community); or (ii) any substance, waste, solid, liquid or gaseous matter, fuel (including, without limitation, petroleum products, crude oil, natural gas, natural gas liquid, liquefied natural gas, synthetic fuel or any combination of the above), micro-organism, sound, vibration, ray, heat, odor, radiation, energy vector, plasma, organic or inorganic matter, whether animate or inanimate, container, transient reaction intermediate or any combination of the above deemed hazardous, hazardous waste, solid waste, toxic, a pollutant, a deleterious substance, a contaminant or a course of pollution or contamination by any Federal, Provincial, municipal or local government, government agency, minister, deputy-minister, governor-in-council, lieutenant governor-in-council, any tribunal, board or authority. "Contracts" means those contracts, agreements, instruments, commitments, entitlements and engagements of the Seller relating to the [STATE/PROVINCE] Business and the Purchased Assets (and, for greater certainty, not including Equipment Contracts and Real Estate Leases) whether with suppliers, customers or otherwise and including all quotations, orders or tenders for contracts which remain open for acceptance, including, without limitation, those listed in Schedule [SPECIFY] hereto. "Effective Time" means [SPECIFY] hours on the Closing Date or such other time on such date as the [COMPANY NAME] may agree as the time at which the Closing shall take place. "Employees" has the meaning ascribed thereto in Section 6.1. "Environment" means all components of the earth including, without limitation, all layers of the atmosphere, air, land (including, without limitation, all underground spaces and cavities and all land submerged under water), soil, water, (including, without limitation, surface and underground water), all organic and inorganic matter, living organisms, animal life, vegetation and property and the interacting natural systems that include components referred to above in this section.
