This asset purchase agreement retail store template has 9 pages and is a MS Word file type listed under our legal agreements documents.
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] 1. SALE OF ASSETS Subject to the terms and conditions of this Asset Purchase Agreement, the Vendor hereby sells, assigns and transfers to the Purchaser, and the Purchaser purchases from the Vendor with effect as and from [DATE] (the "Effective Date") the following assets (the "Purchased Assets"): all leasehold improvements made by the Vendor to the premises located at civic address [ADDRESS] (the "Premises"), including, without limitation of the foregoing, electrical, carpentry and plumbing work and gas pipe installation; all signage set forth in Schedule A hereof; all small wares found at the Premises and set forth in Schedule B hereof; the machinery described in Schedule C hereof; all inventory found on the Premises at the time the Purchaser takes possession thereof under the Franchise and Sublease Agreements between the Vendor and the Purchaser. 2. PURCHASE PRICE The purchase price (the "Purchase Price") for the Purchased Assets shall be the amount of [AMOUNT] divided amongst the classes of the Purchased Assets as follows: as to the leasehold improvements referred to in paragraph 1.1 hereof, the amount of [AMOUNT] as to the signage referred to in paragraph 1.2 hereof, the amount of [AMOUNT] as to the small wares referred to in paragraph 1.3 hereof, the amount of [AMOUNT]; as to the machinery referred to in paragraph 1.4 hereof, the amount of [AMOUNT]; as to the inventory referred to in paragraph 1.5 hereof, an amount to be unilaterally determined by the Vendor at the time of the taking of possession of the Premises by the Purchaser, which amount shall not exceed the total cost to the Vendor of such inventory. The Purchase Price shall be payable in full upon the execution of these presents. The Vendor shall execute all such instruments of transfer, assurances, consents and other documents as shall be necessary to effectively transfer to the Purchaser all of the Vendor's rights, title and interests to and in respect of the Purchased Assets, and the Vendor shall deliver up to the Purchaser possession of the Purchased Assets on the Effective Date. 3. RIGHT TO USE OF EQUIPMENT 3.1 The Vendor hereby grants to the Purchaser the right to use all equipment indicated in Schedule D hereto in consideration of the payment by the Purchaser to the Vendor a collective monthly amount of [AMOUNT]. 3.2 The Vendor hereby represents and the Purchaser hereby acknowledges that Vendor's rights to the use of the equipment referred to in Schedule D have been acquired under conditional sales contract and lease, as the case may be, and that such rights constitute all the Vendor's rights, title and interest therein. 3.3 The Vendor hereby undertakes that upon acquisition by it of the ownership of the equipment referred to in Schedule D hereto, it will transfer its rights, title and interest therein to the Purchaser in consideration of the payment by the Purchaser to the Vendor of the amount of [AMOUNT] with respect to each of the said classes of equipment. At the same time as the second such transfer, the Vendor shall transfer the lease to the equipment referred to in Schedule D hereto to the Purchaser, if such lease is then still in full force and effect. 4. RIGHT TO SERVICE CLIENTELE The Vendor hereby grants to the Purchaser the right to service the existing clientele associated with the Premises and previously served by the Vendor in consideration of the payment by the Purchaser to the Vendor of the sum of [AMOUNT], which sum shall be payable as follows: 4.1.1 the sum of [AMOUNT] shall be payable in full upon the execution of these presents; the balance of [AMOUNT] shall be payable in a number of consecutive monthly installments equal to the number of consecutive monthly installments provided for the payment of the Franchise Fee under the Franchise Agreement entered into between the Vendor and the Purchaser with respect to the Premises; 4.2 The Vendor hereby represents and the Purchaser hereby acknowledges: 4.2.1 that the right referred to in Subsection 4.1 hereof is limited to the clientele already associated with the Premises only and not to any other clientele served by the Vendor or any of its franchisees at any other location; 4.2.2 that save and except certain rights to the use of the trade name "[NAME]" [in respect of which the Vendor has applied for the registration of a trademark with the [COUNTRY] Trademarks Office on [DATE] under Application No. [NUMBER], notice of which Application was approved for publication for opposition in the Journal of Trademarks on [NUMBER] and to any other trademarks, service marks and trade names used by the Vendor which the Purchaser may acquire under the Franchise Agreement between itself and the Vendor, no other rights to the use of such trademarks, service marks and trade names are transferred from the Vendor to the Purchaser hereby. 5. REPRESENTATIONS AND WARRANTIES OF THE VENDOR The Vendor represents and warrants to the Purchaser that the representations and warranties made in the following paragraphs of this Section 5 are true and accurate as of the date of these presents: 5
This asset purchase agreement retail store template has 9 pages and is a MS Word file type listed under our legal agreements documents.
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] 1. SALE OF ASSETS Subject to the terms and conditions of this Asset Purchase Agreement, the Vendor hereby sells, assigns and transfers to the Purchaser, and the Purchaser purchases from the Vendor with effect as and from [DATE] (the "Effective Date") the following assets (the "Purchased Assets"): all leasehold improvements made by the Vendor to the premises located at civic address [ADDRESS] (the "Premises"), including, without limitation of the foregoing, electrical, carpentry and plumbing work and gas pipe installation; all signage set forth in Schedule A hereof; all small wares found at the Premises and set forth in Schedule B hereof; the machinery described in Schedule C hereof; all inventory found on the Premises at the time the Purchaser takes possession thereof under the Franchise and Sublease Agreements between the Vendor and the Purchaser. 2. PURCHASE PRICE The purchase price (the "Purchase Price") for the Purchased Assets shall be the amount of [AMOUNT] divided amongst the classes of the Purchased Assets as follows: as to the leasehold improvements referred to in paragraph 1.1 hereof, the amount of [AMOUNT] as to the signage referred to in paragraph 1.2 hereof, the amount of [AMOUNT] as to the small wares referred to in paragraph 1.3 hereof, the amount of [AMOUNT]; as to the machinery referred to in paragraph 1.4 hereof, the amount of [AMOUNT]; as to the inventory referred to in paragraph 1.5 hereof, an amount to be unilaterally determined by the Vendor at the time of the taking of possession of the Premises by the Purchaser, which amount shall not exceed the total cost to the Vendor of such inventory. The Purchase Price shall be payable in full upon the execution of these presents. The Vendor shall execute all such instruments of transfer, assurances, consents and other documents as shall be necessary to effectively transfer to the Purchaser all of the Vendor's rights, title and interests to and in respect of the Purchased Assets, and the Vendor shall deliver up to the Purchaser possession of the Purchased Assets on the Effective Date. 3. RIGHT TO USE OF EQUIPMENT 3.1 The Vendor hereby grants to the Purchaser the right to use all equipment indicated in Schedule D hereto in consideration of the payment by the Purchaser to the Vendor a collective monthly amount of [AMOUNT]. 3.2 The Vendor hereby represents and the Purchaser hereby acknowledges that Vendor's rights to the use of the equipment referred to in Schedule D have been acquired under conditional sales contract and lease, as the case may be, and that such rights constitute all the Vendor's rights, title and interest therein. 3.3 The Vendor hereby undertakes that upon acquisition by it of the ownership of the equipment referred to in Schedule D hereto, it will transfer its rights, title and interest therein to the Purchaser in consideration of the payment by the Purchaser to the Vendor of the amount of [AMOUNT] with respect to each of the said classes of equipment. At the same time as the second such transfer, the Vendor shall transfer the lease to the equipment referred to in Schedule D hereto to the Purchaser, if such lease is then still in full force and effect. 4. RIGHT TO SERVICE CLIENTELE The Vendor hereby grants to the Purchaser the right to service the existing clientele associated with the Premises and previously served by the Vendor in consideration of the payment by the Purchaser to the Vendor of the sum of [AMOUNT], which sum shall be payable as follows: 4.1.1 the sum of [AMOUNT] shall be payable in full upon the execution of these presents; the balance of [AMOUNT] shall be payable in a number of consecutive monthly installments equal to the number of consecutive monthly installments provided for the payment of the Franchise Fee under the Franchise Agreement entered into between the Vendor and the Purchaser with respect to the Premises; 4.2 The Vendor hereby represents and the Purchaser hereby acknowledges: 4.2.1 that the right referred to in Subsection 4.1 hereof is limited to the clientele already associated with the Premises only and not to any other clientele served by the Vendor or any of its franchisees at any other location; 4.2.2 that save and except certain rights to the use of the trade name "[NAME]" [in respect of which the Vendor has applied for the registration of a trademark with the [COUNTRY] Trademarks Office on [DATE] under Application No. [NUMBER], notice of which Application was approved for publication for opposition in the Journal of Trademarks on [NUMBER] and to any other trademarks, service marks and trade names used by the Vendor which the Purchaser may acquire under the Franchise Agreement between itself and the Vendor, no other rights to the use of such trademarks, service marks and trade names are transferred from the Vendor to the Purchaser hereby. 5. REPRESENTATIONS AND WARRANTIES OF THE VENDOR The Vendor represents and warrants to the Purchaser that the representations and warranties made in the following paragraphs of this Section 5 are true and accurate as of the date of these presents: 5
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