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Asset Purchase Agreement Template

Prepared for:
[Client.FirstName][Client.LastName]
[Client.Company]

Prepared by:
[Sender.FirstName][Sender.LastName]
[Sender.Company]


This agreement, effective as of effective date, is made and entered into by and between [Sender.Company], a company organized and existing in [Sender.State], with offices located at [Sender.StreetAddress], and [Client.Company] in [Client.State], with a registered address located at [Client.StreetAddress] (hereinafter the “Seller”).​

[Sender.Company] is the current owner of product description. [Client.Company] (hereinafter the “Buyer”) wishes to purchase from [Sender.Company] and [Sender.Company] wishes to sell to [Client.Company] such product(s) solely upon the terms and conditions contained in this Agreement and on no other terms, unless agreed upon by both [Client.Company] and [Sender.Company].

In consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

PRICES AND PAYMENTS

[Client.Company] shall pay the [Sender.Company] as the purchase price for the foregoing the sum of number of dollars. The total purchase price shall be payable in cash at closing.

Prices and payments will be in the United States dollars, and payment shall be made in the United States currency.

For [Client.Company], the closing of this Agreement is contingent upon [Client.Company]‘s obtaining a firm commitment for a loan of at least number of dollars payable with interest not to exceed interest and payable over a number of years period and otherwise on terms customarily required by the lender for commercial loans.

In the event payments are not made in a timely manner, [Sender.Company] may, in addition to all other remedies provided at law, either: (1) declare [Client.Company]’s performance in breach and terminate this Order for default; (2) repossess the goods for which payment has not been made; (3) withhold future shipments under this Order until delinquent payments are made; (4) deliver future shipments under this Order on a cash with Order or cash in advance basis even after the delinquency is cured; (5) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges, or inventory carrying charges; or (6) recover all costs of collection including reasonable attorney’s fees; and (7) at Seller’s option combine any of the above rights and remedies as provided by law.

ASSUMPTIONS OF LIABILITIES

Except for the Assumed Contracts, the [Client.Company] does not assume any obligation or liability of the [Sender.Company], and the [Sender.Company], as applicable, will continue to be liable for any and all liabilities of the [Sender.Company]. The [Client.Company] does not assume any liability under the Assumed Contracts arising before the Effective Time. The [Sender.Company] will not be responsible for any liability that arises from the [Client.Company]’s operation of the Business after the Effective Time.

INSPECTION

The [Client.Company] shall inspect and accept, or reject products delivered pursuant to the Order immediately after [Client.Company] takes custody of such products. In the event the products do not comply with the applicable [Sender.Company] drawings or specifications, the [Client.Company] shall notify the [Sender.Company] of such nonconformance and give the [Sender.Company] a reasonable opportunity to correct any such nonconformance. The [Client.Company] shall be deemed to have accepted any products delivered hereunder and to have waived any such nonconformance in the event [Sender.Company] does not receive notification that the products delivered hereunder do not comply with the [Sender.Company]’s drawings or specifications, within fifteen (15) days after the [Client.Company] takes custody of such products. Unless otherwise agreed, [Client.Company] shall have no right to conduct inspection at [Sender.Company]’s facility. In the event the parties hereto mutually agree that Buyer may inspect [Sender.Company]’s product at [Sender.Company]’s facility, any such inspection shall be conducted with reasonable prior notice by [Client.Company] to [Sender.Company] and at reasonable times, on a non-interference basis, and such inspection shall not include the right to establish mandatory inspection points or enter proprietary or competition-sensitive areas of [Sender.Company]’s facility.

SETOFF

All amounts that [Client.Company] owes [Sender.Company] under an Order shall be due and payable according to the terms of an Order. [Client.Company] is prohibited from and shall not set off such amounts or any portion thereof, whether liquidated, against sums which [Client.Company] asserts are due it, from its parent affiliates, subsidiaries or other divisions or units under other transactions with [Sender.Company], its parents, affiliates, subsidiaries or other divisions or units.

EXCUSABLE DELAY

The [Sender.Company] shall be excused from delays in delivery and performance of other contractual obligations under this Order caused by acts or omissions that are beyond the reasonable control and without the fault or negligence of [Sender.Company] including but not limited to Government embargoes, blockades, seizure or freeze of assets, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any Government, fires, floods, severe weather conditions, or any other acts of God, quarantines, labor strikes or lockouts, riots, strife, insurrection, civil disobedience, war, material shortages or delays in deliveries to [Sender.Company] by third parties. If the excusable delay circumstances extend for six months, either party may, at its option, terminate this Order without penalty or liability and without being deemed in default or in breach thereof.

CANCELLATION

[Client.Company] reserves the right to cancel any portion of this Order affected by a default of [Sender.Company] or any insolvency or suspension of [Sender.Company]’s operations or any petition filed or proceeding commenced by or against [Sender.Company] under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors.

DISPUTES

Except as otherwise specifically agreed in writing by [Client.Company] and [Sender.Company], any dispute relating to an Order placed by a [Client.Company] incorporated in the United States which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction. 

NONDISCLOSURE AND NON-USE OF SELLERS INFORMATION

[Client.Company] agrees that it will not use [Sender.Company]’s data for the manufacture or procurement of products which are the subject of this Order or any similar products, or cause said products to be manufactured by or procured from any other source, or reproduce said data and information or otherwise appropriate them without the written authorization of the [Sender.Company]. [Client.Company] agrees that it will not disclose or make available to any third party any of [Sender.Company]’s data or other information pertaining to this Order which is proprietary to Seller without obtaining [Sender.Company]’s prior written consent.

TAXES

The prices quoted herein do not include sums necessary to cover any taxes or duties including but not limited to Federal, State, Municipal excise, sales or use taxes or import duties upon the production, sales, distribution, or delivery of goods or furnishing of services hereunder. Any taxes or duties that are due and owing hereunder shall be paid by the [Client.Company]. Accordingly, [Sender.Company] reserves the right to revise its price after the execution of this Order between the parties to include any and all taxes or duties that may become due hereunder and [Sender.Company] may invoice [Client.Company] for said additional amount. This clause shall survive the acceptance and complete performance of this Order by the parties herein.

ASSIGNMENT

Neither party shall assign this Order or any portion thereof without the advance, written consent of the other party, which consent shall not be unreasonably withheld. The non-assigning party shall not have any obligation to an assignee of the assigning party unless such consent is obtained.

WAIVER

Failure by [Sender.Company] to assert all or any of its rights upon any breach of this Order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. No waiver of any right shall extend to or affect any other right Seller may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach.

SEVERABILITY

If any provision of these Conditions of Sale is determined to be illegal, invalid, or unenforceable, for any reason, then such provision shall be deemed stricken for purpose of the dispute in question, and all other provisions shall remain in full force and effect.In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

[Sender.Company]

Signature

MM/DD/YYYY

[Sender.FirstName] [Sender.LastName]

[Client.Company]

Signature

MM/DD/YYYY

[Client.FirstName] [Client.LastName]

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