ASSET PURCHASE AGREEMENT

I. THE PARTIES. This Asset Purchase Agreement (“Agreement”), made this

____________________, 20____ between the following parties:

Buyer: ______________________ with a mailing address of ____________________,

City of ____________________, State of ____________________, (“Buyer”),

AND

Seller: ______________________ with a mailing address of ____________________,

City of ____________________, State of ____________________, (“Seller”).

When both the Buyer and Seller are mentioned collectively, they shall be known as the
“Parties.”

II. TANGIBLE ASSETS. As part of this of this Agreement, the Buyer agrees to buy
while the Seller agrees to sell: (check one)

☐ - No Tangible Assets.

☐ - Tangible Assets as described:

Description of Tangible Asset(s) Price ($)

___________________________________________________________
___________________________________________________________
___________________________________________________________

III. INTANGIBLE ASSETS. As part of this of this Agreement, the Buyer agrees to buy
while the Seller agrees to sell: (check one)

☐ - No Intangible Assets.

☐ - Intangible Assets as described:

Description of Intangible Asset(s) Price ($)

___________________________________________________________
___________________________________________________________
___________________________________________________________

The Tangible Assets in Section II and the Intangible Assets of Section III shall be
collectively known as the “Assets.”

IV. PURCHASE PRICE. The purchase price of the Assets is $_________________

(“Purchase Price”).

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V. DEPOSIT. As part of this Agreement: (check one)

☐ - A deposit by the Buyer is Not Required.

☐ - A deposit is Required in the amount of $_________________ (“Deposit”).

The Deposit shall be: (check one)
☐ - Non-Refundable except in the case of Section XV(b).
☐ - Refundable within the Inspection Period mentioned in Section VI or in
the case of Section XV(b).

VI. INSPECTION. The Parties agree that there: (check one)

☐ - SHALL BE an Inspection Period. The Buyer shall have a period of ____ days
to review the Assets and shall have the option to terminate this Agreement for
any reason. If terminated, the Buyer shall have no obligations to perform under
this Agreement and any refundable Deposit shall be returned to the Buyer within
five (5) days (“Inspection Period”).

☐ - SHALL NOT be an Inspection Period.

VII. PAYMENT. The Purchase Price shall be paid in the following manner: (check one)

☐ - To be paid at Closing, less any Deposit paid in Section V.

☐ - To be paid with Owner Financing provided by the Seller in accordance with

the following payment structure:
a.) Down Payment (at Closing): $_________________
b.) Interest Rate: ____%
c.) Term: ____ ☐ Months ☐ Years
d.) Payment Due: On the ____ of every month.

VIII. FINANCING. This Agreement is: (check one)

☐ - Not Contingent on the Buyer obtaining financing. The Buyer must provide
proof of funds within ____ days from the Effective Date of this Agreement.

☐ - Contingent on the Buyer’s ability to obtain financing from a 3rd party. The
Buyer has ____ days to obtain such financing and to show evidence in the form
of a pre-approval letter from a credible lender.

☐ - Contingent on the Buyer’s ability to obtain financing from the Seller. The
Buyer has ____ days to obtain approval from the Seller.

IX. APPROVAL OF 3RD PARTY. For the Assets to be sold, there is: (check one)

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 ☐ - No Requirement for consent or approval from any 3rd party.

☐ - Requirement for consent or approval to sell the Assets by:

_______________________________________________________________.

X. CLOSING. This transaction shall be closed on ______________________, 20____

at ____:____ ☐ AM ☐ PM or earlier at an agreed upon location by the Parties.
(“Closing”). Any extension of the Closing must be agreed upon, in writing, by Buyer
and Seller.

a.) Closing Costs. All costs associated with the Closing shall be the responsibility
of: (check one)

☐ - Buyer
☐ - Seller
☐ - Both Parties bearing their own expenses.

XI. SELLER’S REPRESENTATIONS. The Seller covenants and represents the

following:

a.) Fiduciary Duty. The Seller agrees that during the purchase process to hold a
fiduciary duty in the best interests of the Buyer. The Seller shall in no way
conduct any action that would disrupt the on-going status of the Assets’ value or
condition. This obligation shall continue until the Closing.
b.) Rights and Ownership. Seller makes the claim that they are the sole owner of
the Assets with full rights to sell as stated in this Agreement. No other person has
any claim, right, title, interest, or lien in, to, or on the Assets.
c.) Outstanding Liabilities. The Seller has no outstanding liabilities, liens,
judgments, or obligations that directly or indirectly affect the Assets.
d.) Taxes. Seller claims that all taxes related to the Assets have been paid-in-full.
e.) Insurance. If there is any insurance on the Assets, the Seller agrees to provide
the Buyer with a copy of the current insurance policy, if any, to the Buyer within a
reasonable time period. The Buyer has the option to assume the policy subject to
the insurer’s approval.
f.) Outstanding Suits. There are no actions, suits, proceedings, or investigations
pending or, to the knowledge of the Seller, threatened against or involving the
Seller or brought by the Seller or affecting any of the Assets at law or in equity or
admiralty or before any Federal, State, Municipal, or other governmental
department, commission, board, agency, or instrumentality, domestic or foreign,
nor has any such action, suit, proceeding, or investigation been pending during
the preceding date hereof.

XII. PARTIES’ REPRESENTATIONS. The Parties represent and agree to the following:

a.) Compliance with Agreement. The representations and warranties of the Seller
contained in this Agreement or any certificate or document delivered pursuant to
the provisions hereof or in connection with the transactions contemplated hereby

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 shall be true on and as of the Closing as though such representations and
warranties were made at and as of such date, except if such representations and
warranties shall be true as of such date.
b.) Injunction. On the day of Closing, there shall be no effective injunction, writ,
preliminary restraining order, or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided for herein or any of
them not to be consummated as herein provided.
c.) Buyer’s Approval. All actions, proceedings, instruments, and documents
required to carry out this Agreement, or incidental thereto, and all other related
legal matters shall have been approved by counsel for the Buyer.
d.) Casualty. The Assets, or any substantial portion thereof, shall not have been
adversely affected in any material way as a result of any fire, accident, flood, or
other casualty or act of God or public enemy, not shall any substantial portion of
the purchased property have been stolen, taken by eminent domain, or subject to
condemnation. If the Closing occurs hereunder despite such casualty as a result
of the waiver of this condition by the Buyer, the Seller shall assign or pay over to
the Buyer the proceeds of any insurance or any condemnation proceeds with
respect to any casualty involving the Assets that occur after the date hereof.
e.) Adverse Change. Between the date of this Agreement and the Closing, there
shall be no material adverse change of the Assets.

XIII. SELLER’S INDEMNIFICATION. The Seller agrees to jointly and severally

indemnify and hold the Buyer, and assigns, harmless from any and all claims of any
nature whatsoever, including without limitation:

a.) Claims. Tort claims and claims made by creditors; and

b.) Taxes. Claims that may be made hereinafter on account of Federal and State
taxes, including, but not limited to, sales taxes, franchise taxes, unemployment
taxes, Social Security taxes, excise taxes, and any other taxes of any nature or
form on account of the Buyer ending on and accruing up to the Closing.

XIV. ACCESS TO INFORMATION: After the execution of this Agreement, the Buyer
shall have full access to any and all information in reference to the Assets. The Buyer
shall maintain a fiduciary duty to keep the information that it obtains confidential and
agrees to not share with any third (3rd) party unless the Seller gives their written
consent.

XV. TRANSFER OF ASSETS. The Seller makes the following covenants to the Buyer:

a.) Title. A bill of sale shall be delivered at the Closing that shall transfer all the
Assets mentioned in this Agreement and free and clear of all encumbrances. The
Seller shall include any and all certificates and titles with the transfer of the
Assets to be placed in the name of the Buyer or in a name the Buyer suggests.
b.) Period Until Closing. Until the Closing, the Seller assumes all risk of loss,
damage, or destruction to the Assets subject to this Agreement until the Closing.
If the Assets are damaged or lost prior to the Closing that their valuation is
affected, the Seller agrees to negotiate, in good faith, a reasonable reduction in

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 the Purchase Price due to such loss. The Parties shall have ____ days to
negotiate such loss of value or this Agreement shall be considered void with any
Deposit made by the Buyer to be refunded.

XVI. RETURN OF MATERIALS. Any information that is obtained by the Buyer through
the Seller shall be returned if there is no Closing.

XVII. MEDIATION AND ARBITRATION. If a dispute arises under this Agreement, the
parties agree to first try to resolve the dispute with the help of a mutually agreed-upon
mediator in ______________________ County, State of ______________________.
Any costs and fees other than attorney fees associated with the mediation shall be
shared equally by the parties. If the dispute is not resolved through mediation, the
parties agree to submit the dispute to binding arbitration in ______________________
County, State of ______________________ under the rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator may be entered in any
court with jurisdiction to do so. The prevailing party shall be entitled to recover its costs
and reasonable attorney's fees.

XVIII. CONFIDENTIALITY. All negotiations regarding the Assets between the Buyer
and Seller shall be confidential and not to be disclosed with anyone other than
respective advisors and internal staff of the Parties and necessary third (3rd) parties. No
press, or other public releases, will be issued to the general public concerning the
Assets without the mutual consent or as required by law, and then only upon prior
written notice to the other party unless otherwise not allowed.

XIX. CURRENCY. All mentions of money or the usage of the "$" icon shall be known as
referring to the US Dollar.

XX. GOVERNING LAW. This Letter of Intent shall be governed under the laws by the
State of ___________________.

XXI. SEVERABILITY. In case any provision or wording in this Letter of Intent shall be
held invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

XXII. ENTIRE AGREEMENT. This Agreement contains all the terms agreed to by the
parties relating to its subject matter including any attachments or addendums. This
Agreement replaces all previous discussions, understandings, and oral agreements.

SELLER

Seller’s Signature ______________________ Date ______________________

Print Name ______________________

BUYER

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Buyer’s Signature ______________________ Date ______________________

Print Name ______________________

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