ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:
- [SELLER LEGAL NAME], a [entity type] organized under the laws of [State/Country of Formation] ("Seller"); and
- [BUYER LEGAL NAME], a [entity type] 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
- Definitions
- Purchase and Sale of Assets
- Assumed Liabilities; Excluded Liabilities
- Purchase Price; Payment Mechanics
- Closing; Deliverables
- Representations and Warranties of Seller
- Representations and Warranties of Buyer
- Covenants
- Conditions Precedent
- Post-Closing Adjustments
- Indemnification; Basket and Cap
- Limitations of Liability
- Termination
- Dispute Resolution
- Miscellaneous
- Execution Page
RECITALS
A. Seller owns and operates the business known as "[BUSINESS NAME]" (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 that the transactions contemplated by this Agreement (the "Transactions") qualify as a sale of assets for all applicable purposes.
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
"Business Day" means any day other than a Saturday, Sunday, or legal holiday in Alaska.
"Closing" has the meaning set forth in Section 5.1.
"Closing Date" has the meaning set forth in Section 5.1.
"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.
"Purchase Price" has the meaning set forth in Section 4.1.
[Additional definitions as set forth in the full template]
14. DISPUTE RESOLUTION
14.1 Governing Law. This Agreement and all claims or causes of action arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the Laws of the State of Alaska, without giving effect to any choice-of-law principles.
14.2 Forum Selection; Consent to Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Alaska for any suit, action, or proceeding arising out of or relating to this Agreement.
14.3 Optional Arbitration. Any dispute may, upon mutual written agreement, be resolved by binding arbitration administered by the American Arbitration Association with the seat of arbitration in Anchorage, Alaska.
14.4 Jury Trial Waiver. 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. Each Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief without the necessity of posting bond.
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: _________________________