(SellerandPurchaserhereinafter jointly referred to as the "Parties" and individually as the "Party")
What do you want to transfer?
The Seller is the owner ofof(the "Business"),which carries on the business ofunder the operating nameas a going concern in the Country of .
The Seller owns the assets of the Business and desires to sell certain assets, to the Purchaser, subject to any exclusions set out in this Agreement and the Purchaser desires to buy the Assets.
IN CONSIDERATION of the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which consideration is aknowledged, the Parties agree as follows:
Definition of Assets
1.1For the purpose of this Agreement, the"Assets" consists of the following:
1.1.1All equipment used in carrying on the Business;
1.1.2All inventory and packaging;
1.1.3All outstanding and confirmed slaes orders;
1.1.4All interests of the Seller under contracts or agreements relating to the Business;
1.1.5All books, records and files, relevant to carrying on the Business;
1.1.6Title to registered or unregistered tradem marks and trade names;
1.1.7The goodwill of the Business including the business name;
1.1.8Cash items held by the Seller including, but not limited to, cash bank balances, and tedrm deposits;
1.1.9Securities held by the Seller including, but not limited to, shares notes, bonds and debentures;
1.1.10Accounts receivable and all other monies owed to the Seller due to operation of the Business;
2.1Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, and conditions set out in this Agreement, the Seller agrees to sell theAssetsto the Purchaser and the Purchaser agrees to purchase theAssetsfrom the Seller.
3.1The price to be paid by the Purchaser to the Seller for theAssetswill beIn Words(the "Purchase Price").
3.2The Purchase Price will be allocated among the Assets as follows subject to required adjustment that are agreed upon by the Parties:
3.2.1All equipment used in carrying on the Business:In Words;
3.2.3All outstanding and confirmed sales orders:In Words;
3.2.4All interests of the Seller under contracts or agreements relating to the Business:In Words;
3.2.5All books, records and files, relevant to carrying on the Business:In Words;
3.2.6Title to registered or unregistered tradem marks and trade names:In Words;
3.2.7The goodwill of the Business including the business name:In Words;
3.2.8Cash items held by the Seller including, but not limited to, cash bank balances, and tedrm deposits:In Words;
3.2.9Securities held by the Seller including, but not limited to, shares notes, bonds and debentures:In Words;
3.2.10Accounts receivable and all other monies owed to the Seller due to operation of the Business:In Words;
3.3The Parties agree to co-operate in the filing of elections under any applicable taxation legislation, in order to give the required or desired effect to the allocation of the Purchase Price.
3.4The Seller and the Purchaser agree that the purchase and sale of theBusinessCorporationas a going concern and should therefore not be considered as a supply of goods and services for the purpose of Value Added Tax Act 1994 c.23 and all related provisions, amendments, orders and regulations (the "VAT") to Value Added Tax (Special Provisions) Order 1995 (Article 5). The Parties will make all reasonable afforts to ensure that this Agreement conforms to this or any other CAT exemption to ensure that no amount of tax will be owing under VAT.
4.1The transfer of title to theAssets(the "Closing") will take place on
(the "Closing Date") at the offices of theor at such other time and place as the Parties mutually agree.
4.2At the Closing, the Seller will deliver the Assets to the Purchaser.
4.3The Seller will deliver to the Purchaser possession of the Assets,free and clear of any liens, charges, rights of third parties, or any other encumbrances, except those attached asa result of the Purchaser's actions.
4.4At Closing, the Seller will provide the Purchaser with duly executed forms and documens evidencing transfer of the Assets, where required including, but not limited to, bills of sale, assignments, assurances and consents. The Seller will also co-operate with the Purchaser as needed in order to effect the required registration, recording, and filing with public authorities of the transfer of ownership of the Assets to the Purchaser.
4.5At Closing, the Seller will deliver to the Purchaser all records of the Business which are required to be transfered under VAT and the Purchaser will keep and continue to maintain these records after the Closing Date as required by VAT.
4.6Upon a reasonable request of the Purchaser, the Seller will, from time to time, allow the Purchaser and its agents, counsels, accountants, employees or other representatives to have unrestricted access to the premises of theBusinessand to all of the books, documents, other records and accounts of the Business, during normal business hours, between the date of this Agreement is signed and the Closing Date, in order for the Purchaser to confirm the representations and warranties given by this the Seller in this Agreement.
How will be the Purchase Price paid?
5.1The Purchase Price for theAssetswill be paid by the Purchaser in one lump sum payment to the Seller
5.2The Purchase Price or its parts will be paid in the form of a. The Seller will give notice to the Purchaser of the bank account particulars at leastbusiness days prior to the due date.
Has the Business any employees?
6.1The Transfer of Undertakings (Protection of Employment) Regulations will apply to this Agreement so that the contracts of employment for all employees will have effect as from the Closing Date as if the contracts of employment had been made between the Purchaser and the employees.
6.2The Businesshas maintained complete and accurate records of employment for each of its employees as required by all relevant governmental and regulatory bodies including, but not limited to, periods or employment, all payments including salary, sick pay and maternity pay, income tax and social security constributions, and any documentation relating to disciplinary issues, health and safety issues and termination of employment.
6.3The Seller will be solely responsible from all employee compensation and all related governmental and regulatory contributions incurred by theBusinessup to and including the Closing Date including all salaries, benefits, bonuses and any other compensation of any kind owing to all employees up to and including the Closing Date. The Seller will be responsible for paying out all vacation days, sick days, personal days and other compensated time off accrued by all employees up to and including the Closing Date.
6.4All employee compensation and all related governmental and regulatory contributions incurred by theBusinessafter the Closing Date including all salaries, benefits, bonuses and any other compensation of any kind owing to all employees starting the day after the Closing Date will be the sole responsibility of the Purchaser.
7.1The Seller understands and agrees that any attempt on the part of the Seller to induce employees, contractors, vendors, service providers, directors or agents to leave their job with theBusiness, or any effort by the Seller to interfere with theBusinessrelationship with its employees and contractators would be harmful and damaging to the Purchaser. The Seller agrees that during the term of this Agreement and for a period ofafter the Cosing Date, the Seller will not in any way, directly or indirectly:
7.1.1Induce or attempt to induce any employee, contractor, vendor, service provider, director or agent of theBusinessor quit employment or retainer with theBusiness;
Otherwise interface with or disrupt theBusinessrelationship with its employees, contractors, vendors, service providers, directors or agents;
7.1.2Discuss employment opportunities or provide information about competitive employment to any of theBusinessemployees, contractors, vendors, service providers, directors or agents;
7.1.3Solicit, entice, or hire away any employee, contractor, vendors, service providers, directors or agents of theBusinessfor the purpose of an employment opportunity that is in competition with theBusiness.
7.2This non-solicitation obligation as describled in this section7will be limited to employees, contractors, vendors, service providers, directors or agents who were employees or contractors of the Business until Closing Date .
8.1For a period ofafter the Closing Date, the Seller will not, directly or indirectly, as employee, sole proprietor, director, partner, owner, conlsultant, agent, founder, co-founder, co-venturer, member or otherwise, solely or jointly with others engage in any business that is in competition with the business of the Purchaser withinin which the Purchaser conducts its business, or give advice or lend credit, money or the Sellers's reputation to any natural person or business entity engaged in a competing business in such geographic areas.
Representations and Warranties
9.1The Seller represents and warrants to the Purchaser that:
9.1.1The Seller has full legal authority to enter into and exercise its obligations under this Agreement.
9.1.2The Seller is the exclusively entitled to possess and dispose of theAssets.
9.1.3The Seller is the absolute beneficial owner of theAssets, with good and marketable title, free and clear of any liens, charges, encumbrances or rights of any third party.
9.1.4To the best knowledge of the Seller there is no pending or anticipated claim against theAssetsor against the Seller's ownership or title in theAssetsor against the Seller's right to dispose of theAssets.
9.1.5No third party contract is outstanding that could result in a claim against or affecting theAssetsin whole or in part either now or in the future.
9.1.6The Businessdoes not have any outstanding contracts, agreements or other commitments of any kind, written or oral, with any third party regarding theAssets, except for the material contracts described in, and attached to this Agreement. The Seller represents and warrants that no default or breach exists with regard to any presently outstanding material contracts.
9.1.7Execution of this Agreeement will not hinder or unfairly disadvantage any pre-existing creditor.
9.1.8These has not been any act or omission by the Seller that would give rise to any valid claim relating to a brokerage commision, finder's fee or similar payment.
9.1.9The Businesshas witheld all amounts required to be witheld under income tax legislation and has paid all amounts owing to the proper authorities and has filled all tax reports and returns required in the operation of theBusinessand has paid all taxes owed to all taxing authorities, including foreign taxing authorities.
9.1.10The Businessis not bound by any written or oral pension plan or collective bargaining agreement or obligated to make any contributions under any retirement income plan, deffered profit sharing plan or similar plan.
9.1.11The Businesswill not hire any employees or substantially change the role or title of any existing employees, provide unschleduled or irregular increase in salary or benefits to employees, or institute any significant changes to the terms of any employment contract, after execution of this Agreement, unless the Purchaser provides written consent.
9.1.12The Businesshas not failed to comply with the duty to inform and consult a trade union as reuqired by the Transfer of Undertakings (Protection of Employment) Regulations with respect to the specific transfer of business as described by this Agreement.
9.1.13The Assets, while owned by the Seller, have been maintained at all times in accordance with standard industry practice. The Seller further warrants that all tangible assets are in good working order.
9.1.14The Businessis operating in accordance with all applicable laws, rules, and regulations or the jurisdictions in which it is carried on. In compliance with such laws, the Seller has duly licensed, registered or qualified theBusinesswith appropriate public authorities.
9.1.15The Businessowns or licensed to use all necessary software and it can continue to use any and all electronic records, fiels nad programs into the future in the same manner as on the Closing Date.
9.2The Purchaser represents and warrants to the Seller that:
9.2.1The Purchaser has full legal authority to enter into and exercise its obligations under this Agreement.
9.2.2The Purchaser has funds available to pay the full Purchase Price and any expenses accumulated by the Purchaser in connection with the Agreement and the Purchaser has not incurred any obligations, commitments, restrictions, or liabilities of any kind, absolute or contingent, present or future, which would adversely affect its ability to perform its obligations under this Agreement.
9.2.3These has not been any act or omission by the Purchaser that would give rise to any valid claim relating to a brokerage commision, finder's fee or similar payment.
9.2.4The Purchaser has no knowledge that any representation or warranty given by the Seller in this Agreement is false or inaccurate.
9.3The representation and warranties given in this Agreement are the only representations and warranties. No other representations and warranties has been given.
9.4Each Party warrants to the other Party that each of the representations and warranties is accurate and not misleading at the Closing Date. Each Party asknowledges that the other Party is entering into this Agreement in reliance on each warranty and representation.
9.5The representations and warranties given in this Agreement will survive the Closing Date of this Agreement.
9.6Where any Party has a claim against the other Party relating to one or more representations and warranties made by other Party, other Party will have no liability to such Party unless such Party provides notice in writting to the other Party containing full details of the claim on or before theanniversary of the Closing Date.
9.7Where any Party has a claim against the other Party relating to one or more representations or warranties made by the other Party and the other Party is entitled to recover damages from a third Party then the amount of the claim against any Party will be reduced by the recovered or recoverable amount less all reasonable costs incurred by the other Party in recovering the amount from the third party.
Conditions Precedent to be Performed by Parties
10.1The Obligation of the Purchaser to complete the purchase of theAssetsunder this Agreement is subject to the satisfaction of the following conditions precedent by the Seller, on or before the Closing Date, each of which is acknowledged to be for the exclusive benefit of the Purchaser and may be waived by the Purchaser entirely or in part:
10.1.1All of the representations and warranties made by the Seller in this Agreement will be true and accurate in all material respects on the Closing Date.
10.1.2The Seller will obtain and complete any and all consents, approvals, authorisations, declarations, registrations, orders, forms and documents from any person or governmental or public body that are required of the Seller for the proper execution of this Agreement and transfer of theAssetsto the Purchaser.
10.1.3The Seller will have executed all documentation necessary to transfer theAssetsto the Purchaser.
10.1.4The Seller will provide the Purchaser with complete imformation concerning the operation of theBusiness, in order to put the Purchaser in position to carry on in the place of the Seller.
10.2The Obligation of the Purchaser to complete the purchase of theAssetsunder this Agreement is subject to the satisfaction of the following conditions precedent by the Purchaser, on or before the Closing Date, each of which is acknowledged to be for the exclusive benefit of the Seller and may be waived by the Purchaser entirely or in part:
10.2.1All of the representations and warranties made by the Purchaser in this Agreement will be true and accurate in all material respects on the Closing Date.
10.2.2The Seller will obtain and complete any and all consents, approvals, authorisations, declarations, registrations, orders, forms and documents from any person or governmental or public body that are required of the Seller for the proper execution of this Agreement and transfer of theAssetsto the Purchaser.
10.3If any Party fails to satisfy any condition precendent as set out in this section10on or before the Closing Date and the other Party does not waive that condition precedent, then this Agreement will be null and void and there will be no further liability as between the Parties.
Transfer of Third Party Contracts
11.1This Agreement shall not be construes as an assignment of any third party contract from the Seller to the Purchaser if the assignment would be a breach of the third party contract.
11.2The Purchaser will be solely responsible for acquiring new contracts with third parties where the existing contracts are not legally assignable from the Seller to the Purchaser.
11.3Notwithstanding any other provision in this Agreement to the contrary, the Seller will not be liable for any losses, costs or damages of any kind including loss of revenue or decrease in value of theBusinessresulting from the failure of the Purchaser to acquire any third party contracts.
12.1address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery, or USPS express mail delivery, to the appropriate address, or if sent by certified or registered mail,days after the date of mailing to the following:
Individual Name: .
Individual Name: .
13.1Neither party shall be responsible for damages to the other party to the extent that a breach of this Agreement (or failure to perform) by such party is due to an act of god, strike or other labor dispute, war, terrorist activity, riot, civil disorder, embargo, fire, flood, weather condition, or any other casualty, beyond the reasonable control of such party (collectively, “Force Majeure”).
13.2During any delay in performance due to an event of Force Majeure, the disabled party shall use its reasonable efforts and due diligence to resolve the cause of the delay and to minimize the effects thereof. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, then all other obligations of the parties shall continue. Delays or non-performance excused by this provision shall not excuse performance of any other obligation that is outstanding at the time of occurrence.
13.3Notwithstanding the preceding, in the event such Force Majeure continues for a period ofconsecutive months, either party shall have the right, but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that Company shall continue to be obliged to make payments of monies due hereunder but not paid at the date of termination.
Pronouns; Statutory References
14.1All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.
15.1In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s counsel.
References to this agreement
16.1Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
17.1All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
18.1In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other term or provision, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held invalid, illegal or unenforceable, had never been contained herein.
19.1Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things, which are reasonably necessary (including, without limitation, the delivery by Assignor of any original Trademark registration certificates and all subsequent certificates should they issue to Assignor, including all executed assignment documents relating to this Agreement to Assignee promptly after the date listed above in connection with the performance by the parties of their obligations hereunder and to carry out the intent of the parties hereto.
20.1The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
21.1This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
22.1This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on_____
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