This asset purchase agreement for a real estate property template has 25 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our asset purchase agreement for a real estate property template:
TABLE OF CONTENTS Pages 1. INTERPRETATION 3 1.1 Definitions 3 1.2 Currency 4 1.3 Headings, etc. 4 2. AGREEMENTS FOR PURCHASE AND SALE 4 2.1. Property and Assets to be Purchased and Sold 4 2.2. Excluded Assets 6 3. PURCHASE PRICE 6 3.1. Purchase Price 6 3.2. Allocation of Purchase Price 7 3.3. Transfer Taxes 7 4. LIABILITIES 7 4.1 Assumption of Liabilities 7 5. PAYMENT OF PURCHASE PRICE 8 5.1 Payment of the Purchase Price 8 6. REPRESENTATIONS AND WARRANTIES 8 6.1 Representations and Warranties of the Vendor [and the Shareholders] 8 6.1.1 Incorporation, Organization and Qualification of the Vendor 8 6.1.2 Title to Purchased Assets 8 6.1.3 No Options 8 6.1.4 Accuracy of Books and Records 9 6.1.5 Financial Statements 9 6.1.6 Business Carried on in Ordinary Course 9 6.1.7 Validity of Agreement 9 6.1.8 No Dividends 9 6.1.9 Payments to Employees and Others 10 6.1.10 Capital Expenditures 10 6.1.11 Employment Agreements 10 6.1.12 Leases 10 6.1.13 Real Property 10 6.1.14 Insurance 11 6.1.15 Material Contracts 11 6.1.16 Litigation 11 6.1.17 No Default under Agreements 11 6.1.18 Industrial Property Rights 12 6.1.19 Compliance with Applicable [YOUR COUNTRY LAW] 12 6.1.20 Condition of Facilities and Equipment 12 6.1.21 Vacation Pay 12 6.1.22 Residence of Vendor 12 6.1.23 Vendor's Knowledge of Matters Generally 12 6.1.24 No Liabilities, etc. 13 7. COVENANTS OF THE VENDOR [AND THE SHAREHOLDERS] 13 7.1. Covenants of the Vendor [and the Shareholder] 13 8. PENSIONS 13 8.1 Pensions 13 9. REAL PROPERTY TITLE AND BOOKS AND RECORDS 14 9.1 Availability of Records 14 9.2 Examination of Title 14 9.3 Delivery of Books and Records 14 10. REPRESENTATION AND WARRANTY OF THE PURCHASER 15 10.1 Representation and Warranty of the Purchaser 15 11. INVESTMENT [COUNTRY] ACT 15 11.1 Investment [COUNTRY] Act 15 11.2 Co-operation of Vendor 15 12. CLOSING ARRANGEMENTS 15 12.1 Closing Arrangements 15 12.1.1 Delivery of Closing Documents 15 12.1.2 Actual Possession 16 12.1.3 Evidence of Vendor's Resident Status 16 12.1.4 Income Tax Election with respect to Receivables 16 12.1.5 Payment of Purchase Price 16 13. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS 16 13.1 Survival of Representations, Warranties and Covenants 16 14. PURCHASER'S CONDITIONS OF CLOSING 16 14.1 Purchaser's Conditions of Closing 16 14.1.1 Representations and Warranties at Closing 16 14.1.2 Interim Financial Statements 17 14.2 Compliance with Terms and Conditions 17 14.3 Opinion of Counsel 17 14.4 Necessary Consents 19 14.5 All Proceedings Taken 19 14.6 Lessor's Acknowledgment 19 14.7 Consents to Assignments of Contracts 19 14.8 Delivery of Indemnity Agreement 19 14.9 Undertaking re Business Name 19 14.10 No Actions Taken Restricting Sale 20 14.11 Due Authorization of Agreement 20 14.12 All Documents Delivered 20 14.13 No Fire Damage 20 14.14 Preservation of Business during Interim Period 20 14.15 No Material Adverse Claims 20 14.16 Arrangements re Checks 20 14.17 Bulk Sales Act 20 14.18 Zoning and other Restrictions 21 14.19 Failure to Meet Condition 21 15. CONDITIONS IN FAVOUR OF VENDOR 21 15.1 Vendor's Conditions 21 15.1.1 Compliance with Terms 21 15.2 No Action Taken Restricting Sale 21 15.3 Indemnity Agreement 21 15.4 Failure to Meet Conditions 21 16. CLOSING DATE 22 16.1 Closing Date and Transfer of Possession 22 16.2 Failure to Complete - Interim Period 22 16.3 Time and Place of Closing 22 17. RISK OF LOSS 22 17.1 Risk of Loss 22 18. MISCELLANEOUS 23 18.1 Brokerage and Commissions 23 18.2 Further Assurances 23 18.3 Announcements 23 18.4 Notices 23 18.5 Time of the Essence 24 18.6 Applicable [YOUR COUNTRY LAW] 24 18.7 Entire Agreement 24 18.8 Counterparts 24 18.9 [COMPANY NAME] in Interest 24 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY] (the "Vendor"), 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: [SECOND PARTY] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY] (the "Shareholders"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT WITNESSETH that in consideration of the covenants, agreements, warranties and payments hereinafter set forth and provided for, the [COMPANY NAME] hereto covenant and agree as follows: INTERPRETATION Definitions Where used in this Agreement the following words or phrases shall have the meanings set forth below unless the context otherwise requires: "Agreement" means this Agreement and any instrument amending this Agreement as referred to in Section [SPECIFY]; and the expression "Section" followed by a number means and refers to the specified Section of this Agreement; "Closing Date" means [SPECIFY] or such earlier or later date as may be mutually agreed upon; "Effective Date" means [SPECIFY]; "Financial Statements" means the financial statements of the Vendor relating to the Purchased Business as at the Financial Year End, as prepared and reported upon by [SPECIFY], Chartered Accountants, copies of which are annexed as Schedule [SPECIFY]; "Financial Year End" means [SPECIFY]; "Interim Financial Statements" means the balance sheet of the Vendor relating to the Purchased Business as at the Effective Date and the statement of profit and loss for the [NUMBER] months then ending to be prepared in accordance with Section 15.1.2; "Interim Period" means the period between the close of business on the Effective Date and the Time of Closing; "Inventories" means all inventories of every kind and nature and wheresoever situated owned by the Vendor and pertaining to the Purchased Business including, without limiting the generality of the foregoing, all finished goods, work in process, raw materials, new and unused production and shipping supplies, and new and unused major maintenance items and all other materials and supplies on hand; "Leases" means all leases or agreements in the nature of a lease and any interest therein, whether of real or personal property, to which the Vendor is a party, whether as lessor or lessee, relating to the Purchased Business, all as more particularly described in Schedule [SPECIFY] hereto; "Purchased Assets" means the undertaking, property and assets described in Section 3.1; "Purchased Business" means the business presently and heretofore carried on by the Vendor at and from in the City of consisting of; "Purchase Price" means the purchase price payable to the Vendor for the Purchased Assets provided for in Section 4.1; and "Time of Closing" means [STATE/PROVINCE] time on the Closing Date. In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing a specific gender shall include the other genders and references to persons shall include corporations and one or more persons, their heirs, executors, administrators or assigns as the case may be. Currency All amounts referred to in this Agreement are in [COUNTRY] funds. Headings, etc. The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation hereof. AGREEMENTS FOR PURCHASE AND SALE Property and Assets to be Purchased and Sold Subject to the terms and conditions hereof, the Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Vendor as, at and from the close of business on the Effective Date, as a going concern the undertaking and all the property and assets of the Purchased Business of every kind and description and wheresoever situate (except as provided in Section 3.2), including without limiting the generality of the foregoing:
