This asset sale and purchase agreement film & television template has 21 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our asset sale and purchase agreement film & television template:
ASSET SALE AND PURCHASE AGREEMENT This Asset Sale and Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR 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: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY] (the "Buyer"), 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 [CHOOSE ALL THAT APPLY]: (i) of producing film and television products, (ii) of creating and maintaining websites (through its on-line division), (iii) of furnishing computer graphics and special effects services (through its computer graphics division), (iv) of creating of design and "branding" strategy (through its design division); and (v) of creating of digital effects and production tools for the motion picture industry (through its labs and digital studio division) (the businesses referred to in paragraphs (i) through (v) herein are collectively referred to as the "Businesses"); AND WHEREAS the Buyer desires to purchase and the Seller desires to sell certain of the assets of the Seller pertaining to the Businesses mentioned above, the whole subject to the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party) the parties hereto agree as follows: 1. INTERPRETATION 1.1 Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith: 1.1.1 "Agreement" means this agreement and all amendments made hereto by written agreement between the Seller and the Buyer; 1.1.2 "Assets" means the assets referred to or described in Section 2.1 and includes the tangible assets set forth in Schedule A (the "Tangible Assets") and the intellectual property rights set forth in Schedule B; 1.1.3 "Benefit Plans" has the meaning ascribed thereto in Section 3.8; 1.1.4 "Business Day" means a day other than a Saturday, Sunday or statutory holiday in the [State/Province] of [STATE/PROVINCE]; 1.1.5 "Businesses" means the businesses carried on by the Seller as set forth in the preamble hereto. 1.1.6 "Claims" means any loss, liability, cost, fine or expense of any kind other than indirect, consequential or incidental losses or damages such as losses of profits or of business opportunities, including the reasonable cost of legal representation in respect thereof and any interest or penalty in connection therewith; 1.1.7 "Closing Date" means the date of closing of the rights offering of Communications as described in the prospectus dated [DATE] or such other date as may be agreed to in writing between the Seller and the Buyers; 1.1.8 "Concepts" means the concept for motion pictures owned by the Seller; 1.1.9 "Confidential Information" means confidential, secret or proprietary information related to the Businesses, whether recorded or not, howsoever received or generated by the Seller from, through or relating to the Businesses and in whatever form (whether oral, written, machine readable or otherwise), which pertains to the Businesses and includes, by way of illustration but not limitation: (i) documentation of the Businesses, (ii) financial and marketing information of the Businesses, and (iii) employee, customer and supplier lists, provided, however, that the phrase "Confidential Information" shall not include information which: (i) is in the public domain, without any fault or violation of this Agreement on the part of the Seller; (ii) is generally disclosed by the Buyer at the date hereof without any restrictions to third parties; (iii) after disclosure, is lawfully received by the Seller from another Person who is lawfully in possession of such Confidential Information and such other Person was not restricted from disclosing the said Information to the Seller; or (iv) the Seller is legally compelled to divulge by order of a governmental body or a court of competent jurisdiction. 1.1.10 "Contracts" means those contracts, agreements, and other obligations of the Seller being assumed by the Buyer as set forth in Schedule C; 1.1.11 "Effective Date" means [DATE]; 1.1.12 "Employees" means the employees employed by the Seller in the Businesses as listed in Schedule E, and who shall be employed by the Buyer as at the Effective Date. 1.1.13 "Encumbrance" means any encumbrance of any kind whatever and includes a security interest, mortgage, lien, pledge, hypothecation, assignment, charge, trust or deemed trust (whether contractual, statutory or otherwise arising), any easement, agreement, right of way (registered or unregistered), restriction, encroachment or any other right or claim of others of any kind whatever affecting the Assets and any restrictive covenant or other agreement, restriction or limitation (registered or unregistered) on the use of the Assets. 1.1.14 "Governmental Agency" means any domestic or foreign government whether federal, state/provincial, regional or municipal and any governmental agency, governmental authority, governmental tribunal or governmental commission of any kind whatever. 1.1.15 "Intellectual Property Rights" means those intellectual property rights set forth in Schedule B; 1.1.16 "Liabilities" means all costs, expenses, charges, debts, liabilities, claims, demands and obligations, whether primary or secondary, direct or indirect, fixed, contingent, absolute or otherwise, under or in respect of any contract being assumed by the Buyer pursuant to this Agreement, as well as all applicable taxes. 1.1.17 "Ordinary course" or "normal course", when used in relation to the conduct by the Seller of the Businesses, means any transaction which constitutes an ordinary day-to-day business activity of the Seller conducted in a commercially reasonable and businesslike manner consistent with the past practices of the Seller. 1.1.18 "Tangible Assets" means those Assets as are set forth in Schedule A hereto. 1.1.49 "Technologies" means the "resizing algorithm" and the "particle system" being developed by the Seller and which will be transferred to the Buyer as set forth in Schedule B. 1.1.20 "Time of Closing" means [HOUR] ([STATE/PROVINCE] time) on the Closing Date, or such other time on that date as may be agreed in writing between the Seller and the Buyer. 1.1.21 "Trade-Marks" means all the trademarks and corporate indicia owned or used, or which were used at any time, by the Seller and are related to the Businesses, including all applications for same, as disclosed on Schedule B. 1.2 Knowledge For purposes of this Agreement, the expression "to the best of the knowledge of the Seller" shall refer to the best of the knowledge of any one or more of the following persons: [INDIVIDUAL NAME], [INDIVIDUAL NAME] and [INDIVIDUAL NAME] with respect to matters within their respective areas of responsibility in the Seller. 1.3 Preamble The preamble here above forms an integral part of this Agreement. 1.4 Headings The headings of the Articles and sections of this Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof. 1.5 Gender and Number Where the context so requires, words importing the singular include the plural and vice versa and words importing gender include all genders. 1.6 Applicable Law This Agreement shall be governed by and construed in accordance with the [YOUR COUNTRY LAW] applicable in the Province of [STATE/PROVINCE]. 1.7 Counterparts This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. 1.8 Invalidity of Provisions
