This rolllover agreement assets template has 6 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our rolllover agreement assets template:
ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (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: [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: [COMPLETE ADDRESS] WHEREAS [COMPANY NAME] is the registered and beneficial owner of [NUMBER] common shares in the capital of the Purchaser, said shares representing [PERCENTAGE %] of the issued and outstanding shares of the capital of the Purchaser; WHEREAS the Vendor has purchased on [EFFECTIVE DATE], from [COMPANY NAME] all of the latter's assets (the "Assets") used in connection with the operation of a manufacturing of adjustable [SPECIFY] enterprise at [FULL ADDRESS], in the city of [NAME OF THE CITY], Province of [STATE/PROVINCE], better known under the corporate name and style of [COMPANY NAME] (hereinafter referred to as the "Enterprise"); WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to purchase all of the Assets in consideration of a purchase price representing the fair market value of the Assets payable by (i) the assumption by the Purchaser of certain liabilities of the Vendor and (ii) the issuance of Class B shares in the capital of the Purchaser on the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties hereto hereby agree as follows: PURCHASE AND SALE The Vendor hereby sells, conveys and transfers and the Purchaser hereby purchases the Assets for the purchase price set forth in Article [NUMBER] hereof. PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the purchase price payable to the Vendor for the Assets (the "Purchase Price") shall be an amount equal to their fair market value as listed in Schedule A hereto. PAYMENT OF PURCHASE PRICE The Purchase Price is paid and satisfied (i) by the assumption by the Purchaser of those liabilities of the Vendor listed in Schedule B hereto (the "Liabilities") and (ii) by the issuance to the Vendor of [NUMBER] Class B shares in the capital of the Purchaser (the "Payment Shares"), as fully paid, having an aggregate redemption value equal to the excess of the Purchase Price over the Liabilities. INCOME TAX ELECTIONS The Purchaser shall make all tax elections that the Vendor may reasonably require. In particular, the Vendor and the Purchaser shall, where applicable execute and file joint elections pursuant to subsection [SPECIFY] of the Income Tax Act ([COUNTRY]) and article [NUMBER] of the Taxation Act ([STATE/PROVINCE]) (collectively, the "Act") in prescribed form and within the prescribed time. Such elections shall be prepared by the accounting firm of [COMPANY NAME]. These joint elections shall provide the elected amount in respect of a particular Asset to be the lesser of the fair market value and cost amount of that particular Asset. PRICE ADJUSTMENT CLAUSE It is the intention of the parties that the aggregate Redemption Value (as defined in the rights, restrictions, terms and conditions attaching to the Class B Shares) of the Payment Shares issued to the Vendor by the Purchaser pursuant to [SPECIFY] hereof shall be equal to the aggregate fair market value of the Assets (less the principal amount of the Liabilities) and the parties expressly acknowledge and agree to the adjustment mechanisms applicable to the Redemption Price set forth in the terms attaching to the Class B Shares as if expressly incorporated herein. VENDOR'S REPRESENTATIONS AND WARRANTIES The Vendor hereby represents and warrants to the Purchaser that: the Vendor is the owner of the Assets free of all hypothecs, liens, charges, security interests, adverse claims, pledges and other encumbrances whatsoever; this Agreement is a valid and binding obligation of the Vendor;
