Asset Purchase Agreement

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of [●] (the “Effective Date”) by and between:

1. [SELLER LEGAL NAME], a [●] organized under the laws of [State/Country of Formation] (“Seller”); and
2. [BUYER LEGAL NAME], a [●] organized under the laws of [State/Country of Formation] (“Buyer”).

Seller and Buyer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale of Assets
3. Assumed Liabilities; Excluded Liabilities
4. Purchase Price; Payment Mechanics
5. Closing; Deliverables
6. Representations and Warranties of Seller
7. Representations and Warranties of Buyer
8. Covenants
9. Conditions Precedent
10. Post-Closing Adjustments
11. Indemnification; Basket and Cap
12. Limitations of Liability
13. Termination
14. Dispute Resolution
15. Miscellaneous
16. Execution Page

Schedules & Exhibits (listed on signature page)

RECITALS

A. Seller owns and operates the business known as “[●]” (the “Business”) and desires to sell, transfer, and assign to Buyer substantially all of the assets used in the Business.
B. Buyer desires to purchase the Assets (as defined below) and to assume only the Assumed Liabilities (as defined below) upon the terms and subject to the conditions set forth herein.
C. The Parties intend to structure the transactions contemplated by this Agreement (the “Transactions”) as a sale of assets, subject to the characterization and reporting rules imposed by applicable Law.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

“Accounts Receivable” means all trade accounts, notes, and other amounts receivable of Seller arising out of the operation of the Business before the Closing.
“Affiliate” means, with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with that Person. “Control” means the direct or indirect power to direct management or policies, whether through ownership, contract, or otherwise.
“Agreement” has the meaning set forth in the preamble.
“Assets” has the meaning set forth in Section 2.1.
“Assumed Liabilities” has the meaning set forth in Section 3.1.
“Audited Financial Statements” means the audited balance sheet of the Business as of [Fiscal Year-End] and the related statements of income and cash flows for the fiscal year then ended.
“Basket” has the meaning set forth in Section 11.4(a).
“Business Day” means any day other than a Saturday, Sunday, or legal holiday in [Governing Law State].
“Cap” has the meaning set forth in Section 11.4(b).
“Claim Notice” has the meaning set forth in Section 11.5(a).
“Closing” has the meaning set forth in Section 5.1.
“Closing Date” has the meaning set forth in Section 5.1.
“Contracts” means all written or oral contracts, leases, licenses, purchase orders, sales orders, instruments, and other agreements relating to the Business.
“Excluded Assets” has the meaning set forth in Section 2.2.
“Excluded Liabilities” has the meaning set forth in Section 3.2.
“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulatory organization or quasi-governmental authority.
“Indemnified Party” has the meaning set forth in Section 11.5(a).
“Indemnifying Party” has the meaning set forth in Section 11.5(a).
“Intellectual Property” means all trademarks, service marks, trade names, copyrights, patents, trade secrets, domain names, and other intellectual property rights used in the Business.
“Law” means any statute, law, ordinance, regulation, rule, code, order, or requirement of any Governmental Authority.
“Losses” has the meaning set forth in Section 11.2.
“Material Adverse Effect” means any change, event, circumstance, or effect that is materially adverse to the Assets, the Business, or Seller’s ability to consummate the Transactions, taken as a whole, except for any change generally affecting (i) the economy or securities markets, (ii) the industry in which the Business operates, or (iii) political, legislative, or regulatory conditions.
“Permits” means all licenses, permits, certificates, clearances, and approvals issued by any Governmental Authority and used in the operation of the Business.
“Person” means an individual or any corporation, partnership, limited liability company, trust, association, Governmental Authority, or other entity.
“Purchase Price” has the meaning set forth in Section 4.1.
“Tax” or “Taxes” means all federal, state, local, and foreign income, gross receipts, franchise, payroll, employment, sales, use, property, excise, value-added, stamp, duties, and any other taxes, fees, assessments, withholdings, or charges of any kind.
“Territory” means [●].
“Third-Party Claim” has the meaning set forth in Section 11.5(b).

2. PURCHASE AND SALE OF ASSETS

2.1 Assets to Be Purchased. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase from Seller, all right, title, and interest in and to all of the assets, properties, and rights of Seller used in or relating to the Business, whether tangible or intangible, real, personal, or mixed, wherever located and whether or not reflected on the books and records of Seller, including the following (collectively, the “Assets”):

(a) Accounts Receivable;
(b) inventory, raw materials, work-in-process, finished goods, supplies, and packing materials;
(c) machinery, equipment, vehicles, tools, furniture, fixtures, computers, and other tangible personal property;
(d) Contracts set forth on Schedule 2.1(d), subject to Section 2.3;
(e) Intellectual Property and the goodwill associated therewith;
(f) Permits set forth on Schedule 2.1(f), to the extent transferable;
(g) books and records relating primarily to the Assets or the Business;
(h) all prepaid expenses, deposits, and security deposits; and
(i) all goodwill associated with the Business and the Assets.

2.2 Excluded Assets. Notwithstanding the foregoing, the Assets shall exclude, and Seller shall retain, the assets listed on Schedule 2.2 (the “Excluded Assets”), including:

(a) Seller’s organizational documents, minute books, and other corporate records;
(b) cash, cash equivalents, and bank accounts; and
(c) any assets expressly designated as “Excluded” on Schedule 2.2.

2.3 Nonassignable Assets. Notwithstanding any other provision, this Agreement does not constitute an assignment of any Contract, Permit, or other right if the attempted assignment would violate applicable Law, breach its terms, or require a consent that has not been obtained. Seller and Buyer shall use commercially reasonable efforts to obtain each consent identified on Schedule 6.3. Until a required consent is obtained, the Parties shall use a lawful alternative arrangement stated on Schedule 2.3—such as subcontracting, agency, pass-through, or economic-benefit arrangements—that preserves the applicable third party's rights and does not require either Party to violate Law or contract. Buyer shall not be required to assume the burdens of a nonassigned item unless it receives the corresponding benefits.

3. ASSUMED LIABILITIES; EXCLUDED LIABILITIES

3.1 Assumed Liabilities. Buyer shall assume only the following liabilities of Seller (collectively, the “Assumed Liabilities”):

(a) obligations arising after the Closing under the Contracts included in the Assets, but solely to the extent such obligations do not relate to any breach, default, or violation prior to Closing;
(b) trade accounts payable incurred in the ordinary course of business and reflected on the Closing Balance Sheet; and
(c) liabilities expressly set forth on Schedule 3.1.

3.2 Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume, and Seller shall retain and be solely responsible for, any liabilities or obligations of Seller of any kind, whether known or unknown, absolute or contingent (collectively, the “Excluded Liabilities”), including:

(a) Taxes attributable to periods ending on or before the Closing Date;
(b) any liability under any employee benefit plan;
(c) product liability claims arising from products sold prior to Closing; and
(d) any liability arising out of environmental matters related to pre-Closing operations.

3.3 Effect of Liability Allocation. Sections 3.1 and 3.2 allocate responsibility solely between Buyer and Seller. They do not extinguish or limit any right that a Governmental Authority, employee, creditor, customer, or other third party may have under applicable Law. Without limiting the foregoing, 42 U.S.C. § 9607(e)(1) does not permit an indemnity or conveyance to transfer CERCLA liability away from a person on whom the statute imposes liability, although the Parties may allocate the economic burden between themselves by insurance, hold-harmless, or indemnity agreement.

4. PURCHASE PRICE; PAYMENT MECHANICS

4.1 Purchase Price. The aggregate purchase price for the Assets shall be:
(a) a cash payment of $[●] (the “Cash Consideration”);
(b) the assumption of the Assumed Liabilities; and
(c) contingent earn-out payments, if any, calculated in accordance with Schedule 4.1(c).
The Cash Consideration and earn-out, together with the Assumed Liabilities, are referred to collectively as the “Purchase Price.”

4.2 Deposit. Within [●] Business Days after execution of this Agreement, Buyer shall deposit $[●] (the “Deposit”) with [Escrow Agent Name] (the “Escrow Agent”) pursuant to the escrow agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”).

4.3 Payment of Cash Consideration. At Closing, Buyer shall deliver the Cash Consideration as follows:

(a) by wire transfer of immediately available funds, less the Deposit, to an account designated in writing by Seller at least two (2) Business Days prior to Closing; and
(b) the Deposit shall be released from escrow to Seller in accordance with the Escrow Agreement.

4.4 Purchase Price Allocation. Within ninety (90) days after Closing, Buyer shall deliver to Seller a proposed schedule allocating the consideration among the Assets under 26 U.S.C. § 1060, if applicable. The Parties shall cooperate in good faith to finalize the allocation, report consistently with the agreed allocation unless otherwise required by a final determination, and file Form 8594 and any supplemental statement when required. A purchase-price change, earn-out, indemnity payment, or other post-Closing adjustment shall be reflected in an updated allocation and reporting to the extent required by applicable Tax Law.

4.5 Withholding. Buyer may deduct and withhold from the Purchase Price amounts required by applicable Tax Law and shall remit any withheld amount to the proper authority. Seller shall timely deliver a properly completed IRS Form W-9 or other documentation reasonably requested to determine withholding. If the Assets include a U.S. real-property interest and Seller is a foreign person, Buyer shall apply 26 U.S.C. § 1445 unless Seller delivers an effective nonforeign certification, withholding certificate, or other applicable exception documentation.

5. CLOSING; DELIVERABLES

5.1 Closing. The closing of the Transactions (the “Closing”) shall take place on [●] (the “Closing Date”) at [●] a.m./p.m. local time at [Closing Location] or remotely by exchange of electronic signatures and documents.

5.2 Seller Closing Deliverables. At Closing, Seller shall deliver to Buyer:

(a) a bill of sale, duly executed by Seller, substantially in the form of Exhibit B;
(b) assignment and assumption agreements for the Contracts and transferable Permits, each duly executed by Seller;
(c) separate Intellectual Property assignments sufficient for the rights conveyed, including written patent and copyright assignments and transfer of registered marks with the associated goodwill, as applicable under 35 U.S.C. § 261, 17 U.S.C. § 204(a), and 15 U.S.C. § 1060;
(d) possession of the tangible Assets;
(e) certificates of title for titled Assets, endorsed for transfer;
(f) releases, payoff letters, and termination authorizations sufficient to release liens required to be discharged at Closing;
(g) the third-party consents listed on Schedule 6.3;
(h) the withholding documentation required by Section 4.5, if applicable;
(i) a certificate of good standing of Seller from its jurisdiction of formation dated within ten (10) days of Closing; and
(j) such other instruments as Buyer may reasonably request.

5.3 Buyer Closing Deliverables. At Closing, Buyer shall deliver to Seller:

(a) the Cash Consideration as set forth in Section 4.3;
(b) the assumption agreements duly executed by Buyer;
(c) evidence of Buyer's required regulatory approvals and financing releases, if any;
(d) a certificate of good standing of Buyer from its jurisdiction of formation dated within ten (10) days of Closing; and
(e) such other instruments as Seller may reasonably request.

6. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date as follows:

6.1 Organization, Authority, and Qualification. Seller is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of formation and has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder.

6.2 Title to Assets; Sufficiency. Seller has good and marketable title to the Assets, free and clear of all liens except Permitted Liens specified on Schedule 6.2. The Assets, together with the Excluded Assets, constitute all of the assets necessary to operate the Business in substantially the same manner as currently conducted.

6.3 No Conflicts; Consents. Except for the filings, notices, approvals, and third-party consents set forth on Schedule 6.3, the execution, delivery, and performance of this Agreement by Seller do not (a) violate any Law, (b) conflict with Seller’s organizational documents, or (c) breach or require consent, approval, or notice under any Contract.

6.4 Financial Statements. Seller has delivered to Buyer the Audited Financial Statements, which fairly present in all material respects the financial position of the Business as of the dates indicated.

6.5 Compliance with Laws. Seller is in material compliance with all Laws applicable to the Business or the Assets.

6.6 Permits. Seller holds all Permits necessary to operate the Business as currently conducted, all of which are listed on Schedule 2.1(f).

6.7 Intellectual Property. Schedule 6.7 sets forth a true and complete list of all registered Intellectual Property and material unregistered Intellectual Property. Seller owns or has valid licenses to use the listed Intellectual Property, has identified all material inbound and outbound licenses, and has disclosed any break in the written chain of title or recordation for registered rights.

6.8 Taxes. All Tax Returns required to be filed by Seller have been timely filed, and all Taxes due and owing have been paid.

6.9 Litigation. Except as set forth on Schedule 6.9, there are no pending or, to Seller’s Knowledge, threatened claims, actions, or proceedings relating to the Business or the Assets.

6.10 Brokers. Seller has not incurred any obligation for brokerage or finder’s fees in connection with the Transactions.

6.11 Survival. The representations and warranties in this Article 6 shall survive the Closing for a period of [●] months, except for Fundamental Representations (Organization, Title to Assets, Taxes, and Brokers), which shall survive until the expiration of the applicable statute of limitations plus 60 days.

7. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the Effective Date and as of the Closing Date as follows:

7.1 Organization and Authority. Buyer is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of formation and has full power and authority to execute and deliver this Agreement and perform its obligations hereunder.

7.2 No Conflicts; Consents. Except for the filings, notices, approvals, and third-party consents set forth on Schedule 7.2, the execution, delivery, and performance of this Agreement by Buyer do not (a) violate any Law, (b) conflict with Buyer’s organizational documents, or (c) breach or require consent, approval, or notice under any Contract.

7.3 Financing. Buyer has sufficient cash on hand, available lines of credit, or other sources of immediately available funds to pay the Purchase Price and consummate the Transactions.

7.4 Brokers. Buyer has not incurred any obligation for brokerage or finder’s fees in connection with the Transactions.

7.5 Solvency. Immediately after giving effect to the Transactions, Buyer will be solvent.

7.6 Survival. The representations and warranties in this Article 7 shall survive the Closing for a period of [●] months.

8. COVENANTS

8.1 Conduct of Business Prior to Closing. From the Effective Date until the Closing Date, Seller shall (a) operate the Business in the ordinary course consistent with past practice, (b) maintain the Assets in good condition (normal wear and tear excepted), and (c) refrain from any action that would reasonably be expected to cause any representation or warranty in Article 6 to be untrue.

8.2 Access to Information. Seller shall, upon reasonable notice, afford Buyer and its representatives reasonable access to the Assets, Contracts, and books and records of the Business.

8.3 Confidentiality. The Parties shall maintain the confidentiality of all non-public information regarding the Business and the terms of this Agreement, except as required by Law.

8.4 Employees; Benefit Plans; WARN.

(a) Buyer may, but is not obligated to, offer employment to any employee of Seller, subject to Schedule 8.4. The allocation of employee and benefit-plan liabilities in this Agreement operates only between the Parties and does not reduce any employee or governmental right under applicable Law.

(b) Each Party shall provide all notices and benefits for which it is responsible under the federal Worker Adjustment and Retraining Notification Act and applicable state or local mini-WARN law. Under 29 U.S.C. § 2101(b)(1), Seller is responsible for federal WARN notices for a covered plant closing or mass layoff through the effective date of the sale, and Buyer is responsible after that date. The Parties shall exchange workforce data reasonably needed to evaluate coverage and shall allocate any transaction-specific costs on Schedule 8.4.

8.5 Non-Competition; Non-Solicitation. Only to the extent permitted by the Law selected after review by counsel in each affected jurisdiction, and subject to the activity, territory, duration, employee, and sale-of-business limitations stated on Schedule 8.5, Seller shall not for [●] years following the Closing Date (a) engage in the specifically described competitive activity within the Territory, or (b) solicit the specifically identified employees or customers. If applicable Law does not permit a restriction, that restriction shall be omitted rather than assumed enforceable.

8.6 Further Assurances. From time to time after Closing, each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to consummate the Transactions and fully carry out the intent of this Agreement.

8.7 Regulatory Filings. The Parties shall complete the filing-and-approval matrix on Schedule 8.7. If the Transactions are reportable under the Hart-Scott-Rodino Antitrust Improvements Act, 15 U.S.C. § 18a, the Parties shall make the required notifications and shall not consummate the reportable acquisition until the applicable waiting period has expired or been terminated. The Parties shall also identify any industry-specific, foreign-investment, state attorney-general, licensing, or local approvals that apply.

8.8 State and Local Transfer Requirements. Before Closing, the Parties shall complete Schedule 8.8 for each relevant jurisdiction, addressing bulk-sale or creditor-notice rules, sales and use tax, transfer and documentary taxes, unemployment and payroll-tax clearances, successor-tax-liability certificates, real-property transfer instruments, vehicle-title transfers, permit transfers, and required publications or filings. No item shall be marked “not applicable” without review of the governing jurisdiction and asset mix.

8.9 Books, Records, and Personal Data. Seller may retain records required for legal, tax, insurance, or corporate purposes. Personal data and regulated records shall be transferred, retained, returned, or destroyed only as permitted by applicable privacy, employment, health, financial, records-retention, and industry-specific Law, as documented on Schedule 8.9.

9. CONDITIONS PRECEDENT

9.1 Conditions to Obligations of Buyer. Buyer’s obligations to consummate the Closing are subject to fulfillment (or waiver by Buyer) of the following conditions:

(a) the representations and warranties of Seller shall be true and correct in all material respects;
(b) Seller shall have performed in all material respects all covenants required by this Agreement;
(c) receipt of all necessary consents and approvals listed on Schedule 9.1(c); and
(d) no injunction or other legal restraint shall be in effect prohibiting the Closing; and
(e) every applicable regulatory waiting period shall have expired or been terminated, and every approval designated as a Closing condition on Schedule 8.7 shall have been obtained.

9.2 Conditions to Obligations of Seller. Seller’s obligations to consummate the Closing are subject to fulfillment (or waiver by Seller) of the following conditions:

(a) the representations and warranties of Buyer shall be true and correct in all material respects;
(b) Buyer shall have performed in all material respects all covenants required by this Agreement; and
(c) no injunction or other legal restraint shall be in effect prohibiting the Closing; and
(d) every applicable regulatory waiting period shall have expired or been terminated, and every approval designated as a Closing condition on Schedule 8.7 shall have been obtained.

10. POST-CLOSING ADJUSTMENTS

10.1 Closing Balance Sheet. Within sixty (60) days after Closing, Buyer shall prepare and deliver to Seller an unaudited balance sheet of the Business as of the Closing Date (the “Closing Balance Sheet”).

10.2 Dispute Resolution. If Seller disagrees with the Closing Balance Sheet, Seller shall notify Buyer within thirty (30) days, and the Parties shall attempt to resolve the dispute; failing which, either Party may submit the matter to [Independent Accounting Firm] for binding resolution.

10.3 Payment of Adjustment. Any adjustment owed to Seller or Buyer shall be paid within five (5) Business Days after final determination, together with interest at the rate of [●] % per annum.

11. INDEMNIFICATION; BASKET AND CAP

11.1 Indemnification by Seller. Subject to the limitations in this Article 11, Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, and their respective directors, officers, employees, and agents, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of:

(a) any breach of a representation or warranty of Seller contained in this Agreement;
(b) any breach of a covenant or agreement of Seller contained in this Agreement; or
(c) any Excluded Liability.

11.2 Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates, and their respective directors, officers, employees, and agents, from and against any and all Losses arising out of:

(a) any breach of a representation or warranty of Buyer contained in this Agreement;
(b) any breach of a covenant or agreement of Buyer contained in this Agreement; or
(c) any Assumed Liability.

11.3 Exclusive Remedy. Except for claims based on fraud or willful misconduct, the indemnification provisions of this Article 11 constitute the exclusive remedy of the Parties for any breach of this Agreement.

11.4 Basket and Cap.
(a) Basket. Seller shall not be liable for indemnification under Section 11.1(a) unless and until the aggregate Losses exceed $[Basket Amount] (the “Basket”), in which event Seller shall be liable for all Losses in excess of the Basket.
(b) Cap. Seller’s aggregate liability for indemnification under Section 11.1(a) shall not exceed $[Cap Amount] (the “Cap”).
(c) Exclusions. The Basket and Cap shall not apply to (i) breaches of Fundamental Representations, (ii) breaches of covenants, or (iii) Excluded Liabilities.

11.5 Indemnification Procedures.
(a) Claim Notice. A Party seeking indemnification (the “Indemnified Party”) shall promptly notify the Party from whom indemnification is sought (the “Indemnifying Party”) of any claim or demand (a “Claim Notice”). Failure to give timely notice shall not relieve the Indemnifying Party of its obligations except to the extent prejudiced by such failure.
(b) Third-Party Claims. The Indemnifying Party shall have the right to assume the defense of any third-party claim at its expense and with counsel reasonably acceptable to the Indemnified Party.
(c) Cooperation. The Indemnified Party shall cooperate in the defense and furnish such records, information, and testimony as reasonably requested.
(d) Settlements. No settlement of any claim shall be entered into without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

11.6 Treatment of Indemnity Payments. Any indemnity payment made under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

12. LIMITATIONS OF LIABILITY

12.1 Consequential Damages. Except in the case of fraud, willful misconduct, or claims for indemnification under Article 11, neither Party shall be liable to the other for punitive, special, or consequential damages, including lost profits, arising out of or relating to this Agreement.

12.2 Liability Cap Reinforcement. The limitations set forth in Section 11.4 and this Article 12 reflect the negotiated allocation of risk and are intended to be enforceable to the fullest extent permitted by Law.

13. TERMINATION

13.1 Termination Events. This Agreement may be terminated at any time prior to Closing:

(a) by mutual written consent of the Parties;
(b) by either Party if the Closing has not occurred on or before [Outside Date], provided such Party is not then in breach;
(c) by Buyer if any condition in Section 9.1 becomes incapable of fulfillment; or
(d) by Seller if any condition in Section 9.2 becomes incapable of fulfillment.

13.2 Effect of Termination. Upon termination, this Agreement shall become void and of no further force and effect, except for Sections 8.3 (Confidentiality), 13.2 (Effect of Termination), 14 (Dispute Resolution), and 15 (Miscellaneous), which shall survive.

13.3 Deposit. The Escrow Agent shall release the Deposit only under the release matrix on Schedule 13.3 and the Escrow Agreement. Unless Schedule 13.3 expressly and lawfully provides otherwise: (a) the Deposit shall be returned to Buyer upon mutual termination, failure of a regulatory condition despite the Parties' required efforts, or failure to close by the Outside Date when Buyer is not in material breach; (b) the Deposit shall be returned to Buyer upon termination for Seller's uncured material breach; and (c) the Deposit may be released to Seller only upon a termination event expressly tied to Buyer's uncured material breach. The Parties shall state whether a deposit remedy is exclusive, additional, or subject to a liquidated-damages limitation under the selected Law.

14. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement and all claims or causes of action (whether in contract, tort, or statute) arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the Laws of the State of [●], without giving effect to any choice-of-law principles that would result in application of the Laws of another jurisdiction.

14.2 Forum Selection; Consent to Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [County], [State] and, if federal subject-matter jurisdiction exists, the applicable federal court serving that location, for any suit, action, or proceeding arising out of or relating to this Agreement, and waives any objection based on forum non conveniens or improper venue to the fullest extent permitted by Law.

14.3 Optional Arbitration. [OPTIONAL—ELECT IF DESIRED] Any dispute, controversy, or claim arising out of or relating to this Agreement may, upon mutual written agreement of the Parties, be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in [City, State]. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.5 Equitable Relief. A Party may seek injunctive relief, specific performance, or other equitable relief in a court of competent jurisdiction when the facts and applicable Law support that remedy. A Party may request waiver or reduction of any bond, but the court retains authority over the remedy and security required.

15. MISCELLANEOUS

15.1 Notices. All notices shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier, or by email with confirmation of receipt, addressed as set forth on Schedule 15.1 (or such other address as a Party may designate).

15.2 Amendment and Waiver. This Agreement may be amended or waived only by a written instrument signed by the Party against whom enforcement is sought.

15.3 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Buyer may assign its rights to an Affiliate or financing source, provided Buyer remains liable.

15.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

15.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. A court may modify or sever the invalid provision only to the extent the selected Law authorizes that remedy.

15.6 Entire Agreement. This Agreement, together with the Schedules and Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior oral or written agreements.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and together shall constitute one instrument. The Parties consent to electronic signatures and electronic delivery, subject to any Law that requires a particular transfer instrument, acknowledgment, witness, notarization, or recordation form.

15.8 Construction. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement. The word “including” means “including without limitation.”

15.9 Prevailing Party Fees. To the extent permitted by the selected Law and awarded by the court or arbitrator, the prevailing Party in an action to enforce this Agreement may recover its reasonable attorneys’ fees and costs.

15.10 Transfer Instruments and Passage of Title. As between the Parties, title to the Assets shall pass at Closing upon payment of the Closing consideration and delivery of the applicable bill of sale, deed, certificate of title, assignment, account-control instrument, or other transfer document. This Section does not override Section 2.3, any lien or third-party right, or any filing, delivery, consent, or recordation required by applicable Law to perfect or make a transfer effective against third parties.

16. EXECUTION PAGE

IN WITNESS WHEREOF, the Parties have executed this Asset Purchase Agreement as of the Effective Date.

SELLER:
[SELLER LEGAL NAME]
By: ___________________________
Name: _________________________
Title: _________________________

BUYER:
[BUYER LEGAL NAME]
By: ___________________________
Name: _________________________
Title: _________________________

LIST OF SCHEDULES & EXHIBITS

• Schedule 2.1(d) – Assigned Contracts
• Schedule 2.1(f) – Transferred Permits
• Schedule 2.3 – Nonassignable Assets and Alternative Arrangements
• Schedule 2.2 – Excluded Assets
• Schedule 3.1 – Assumed Liabilities
• Schedule 6.2 – Permitted Liens
• Schedule 6.3 – Required Consents
• Schedule 6.7 – Intellectual Property
• Schedule 6.9 – Litigation
• Schedule 7.2 – Buyer Filings, Notices, Approvals, and Consents
• Schedule 8.4 – Employees, Benefit Plans, and WARN Allocation
• Schedule 8.5 – Restrictive-Covenant Scope and Jurisdiction Review
• Schedule 8.7 – Regulatory Filing and Approval Matrix
• Schedule 8.8 – State and Local Transfer Requirements
• Schedule 8.9 – Books, Records, and Personal Data
• Schedule 9.1(c) – Required Third-Party Consents and Approvals
• Schedule 13.3 – Deposit Release Matrix
• Schedule 15.1 – Notice Addresses

• Exhibit A – Escrow Agreement
• Exhibit B – Bill of Sale
• Exhibit C – Assignment and Assumption Agreement
• Exhibit D – IP Assignment
• Exhibit E – [Optional; Jurisdiction-Reviewed] Non-Competition Agreement

SOURCES AND REFERENCES

• Office of the Law Revision Counsel — 26 U.S.C. § 1060
• IRS — Form 8594 and current instructions
• Office of the Law Revision Counsel — 26 U.S.C. § 1445
• Office of the Law Revision Counsel — 42 U.S.C. § 9607
• Office of the Law Revision Counsel — 29 U.S.C. § 2101
• Office of the Law Revision Counsel — 15 U.S.C. § 18a
• FTC — Premerger Notification Program
• Office of the Law Revision Counsel — 15 U.S.C. § 1060
• Office of the Law Revision Counsel — 35 U.S.C. § 261
• Office of the Law Revision Counsel — 17 U.S.C. § 204