Asset Purchase Agreement - Alaska

ASSET PURCHASE AGREEMENT

(State of Alaska)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date"), by and between:

SELLER:
[________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________] ("Seller");

and

BUYER:
[________________________________], a [________________________________] organized under the laws of [________________________________], with its principal place of business at [________________________________] ("Buyer").

Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale of Assets
3. Excluded Assets
4. Assumed Liabilities
5. Excluded Liabilities
6. Purchase Price and Payment
7. Closing
8. Representations and Warranties of Seller
9. Representations and Warranties of Buyer
10. Covenants
11. Conditions Precedent to Closing
12. Indemnification
13. Termination
14. Dispute Resolution
15. General Provisions
16. Execution

RECITALS

A. Seller owns and operates the business commonly known as [________________________________] (the "Business"), located at [________________________________], Alaska.

B. Seller desires to sell, transfer, convey, and assign to Buyer, and Buyer desires to purchase and acquire from Seller, substantially all of the assets used in or related to the operation of the Business, upon the terms and subject to the conditions set forth in this Agreement.

C. The Parties intend that this transaction constitute a sale of assets and not a merger, consolidation, or sale of equity interests.

D. [If applicable:] The Board of Directors of Seller has approved the sale of assets contemplated hereby pursuant to AS 10.06.562 and AS 10.06.564, and the shareholders of Seller have approved (or will approve prior to Closing) such sale as required by the Alaska Corporations Code.

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:

ARTICLE 1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Accounts Receivable" means all trade accounts receivable and other rights to payment from customers of the Business arising in the ordinary course of business.

"Assumed Contracts" means those contracts and agreements listed on Schedule 2.1(d) that Buyer agrees to assume at Closing.

"Assumed Liabilities" has the meaning set forth in Article 4.

"Bill of Sale" means the bill of sale in the form attached as Exhibit A.

"Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of Alaska are authorized or required by law to close.

"Closing" has the meaning set forth in Section 7.1.

"Closing Date" has the meaning set forth in Section 7.1.

"Encumbrance" means any lien, pledge, mortgage, security interest, charge, easement, covenant, restriction, reservation, defect in title, or other encumbrance of any kind.

"Excluded Assets" has the meaning set forth in Article 3.

"Excluded Liabilities" has the meaning set forth in Article 5.

"Inventory" means all inventory, raw materials, work-in-process, finished goods, supplies, and packaging materials.

"Knowledge of Seller" means the actual knowledge, after reasonable inquiry, of the following individuals: [________________________________].

"Material Adverse Effect" means any event, occurrence, fact, condition, or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the Business, assets, condition (financial or otherwise), results of operations, or prospects of the Business taken as a whole, or (b) the ability of Seller to consummate the transactions contemplated hereby.

"Permits" means all permits, licenses, franchises, approvals, authorizations, consents, and orders of any governmental authority.

"Personal Property" means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles, and other tangible personal property.

"Purchase Price" has the meaning set forth in Section 6.1.

"Purchased Assets" has the meaning set forth in Article 2.

ARTICLE 2. PURCHASE AND SALE OF ASSETS

2.1 Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title, and interest in and to the following assets (collectively, the "Purchased Assets"):

(a) Personal Property – All Personal Property used in the Business, as listed on Schedule 2.1(a);

(b) Inventory – All Inventory of the Business as of the Closing Date, as determined by a physical inventory conducted jointly by the Parties;

(c) Accounts Receivable – All Accounts Receivable outstanding as of the Closing Date, as listed on Schedule 2.1(c);

(d) Contracts – All Assumed Contracts listed on Schedule 2.1(d);

(e) Intellectual Property – All patents, trademarks, service marks, trade names, copyrights, trade secrets, domain names, websites, and other intellectual property rights used in the Business, as listed on Schedule 2.1(e);

(f) Permits – To the extent transferable, all Permits related to the Business;

(g) Goodwill – All goodwill associated with the Business, including customer lists, vendor relationships, and the Business's trade name;

(h) Records – All books, records, files, data, customer and vendor lists, and correspondence related to the Business;

(i) Prepaid Items – All deposits, prepaid expenses, and advance payments;

(j) Claims and Rights – All claims, causes of action, choses in action, rights of recovery, and rights of set-off of any kind; and

(k) Other Assets – All other assets used in or related to the Business, except for the Excluded Assets.

ARTICLE 3. EXCLUDED ASSETS

The following assets are excluded from the sale and shall be retained by Seller (the "Excluded Assets"):

(a) All cash, cash equivalents, and bank accounts of Seller;

(b) All rights of Seller under this Agreement;

(c) Seller's organizational documents, minute books, stock records, tax returns, and corporate seals;

(d) Any assets listed on Schedule 3;

(e) All rights to tax refunds and tax credits attributable to periods prior to the Closing Date;

(f) All insurance policies of Seller and rights thereunder;

(g) All employee benefit plans and assets thereof; and

(h) [________________________________].

ARTICLE 4. ASSUMED LIABILITIES

4.1 At the Closing, Buyer shall assume and agree to pay, perform, and discharge only the following liabilities and obligations of Seller (collectively, the "Assumed Liabilities"):

(a) All obligations arising under the Assumed Contracts, but only to the extent such obligations arise from and after the Closing Date;

(b) All trade payables incurred in the ordinary course of business on or after the Closing Date;

(c) [________________________________]; and

(d) Those specific liabilities listed on Schedule 4.1.

ARTICLE 5. EXCLUDED LIABILITIES

Buyer shall not assume and shall have no liability for any debts, liabilities, or obligations of Seller other than the Assumed Liabilities, including without limitation (the "Excluded Liabilities"):

(a) Any liability arising from Seller's operation of the Business prior to the Closing Date;

(b) Any liability for taxes of Seller, including income, sales, use, employment, and property taxes for periods prior to Closing;

(c) Any liability under employee benefit plans, pension obligations, or deferred compensation;

(d) Any liability arising from any litigation or claim pending or threatened as of the Closing Date;

(e) Any environmental liability arising from pre-Closing conditions;

(f) Any liability for Seller's indebtedness, including bank loans, lines of credit, and promissory notes;

(g) Any successor liability under Alaska employment security laws (AS 23.20) to the extent attributable to Seller's pre-Closing operations; and

(h) All other liabilities not expressly included as Assumed Liabilities.

ARTICLE 6. PURCHASE PRICE AND PAYMENT

6.1 Purchase Price. The aggregate purchase price for the Purchased Assets shall be $[________________________________] (the "Purchase Price"), subject to adjustment as provided herein.

6.2 Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets in accordance with Section 1060 of the Internal Revenue Code and the regulations thereunder as set forth on Schedule 6.2 (the "Allocation Schedule"). The Parties agree to report the allocation on their respective tax returns (including IRS Form 8594) consistently with the Allocation Schedule.

6.3 Payment of Purchase Price. The Purchase Price shall be paid as follows:

6.4 Post-Closing Purchase Price Adjustment. Within [____] days after the Closing Date, Buyer shall prepare and deliver to Seller a post-closing adjustment statement setting forth the final Inventory value and Accounts Receivable, determined in accordance with GAAP. The Parties shall negotiate in good faith to resolve any disputes regarding the adjustment.

ARTICLE 7. CLOSING

7.1 Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at [________________________________], or remotely by exchange of documents and signatures, on [__/__/____], or such other date as the Parties mutually agree in writing (the "Closing Date").

7.2 Seller's Closing Deliverables. At the Closing, Seller shall deliver or cause to be delivered:

☐ Bill of Sale (Exhibit A), duly executed
☐ Assignment and Assumption Agreement (Exhibit D), duly executed
☐ Intellectual Property Assignment(s), duly executed
☐ All Assumed Contracts, with required consents
☐ UCC-3 termination statements for all liens on Purchased Assets
☐ Tax clearance certificate from the Alaska Department of Revenue (AS 43.10.035)
☐ Certificate of Good Standing from Alaska Division of Corporations
☐ Officer's certificate confirming representations and warranties
☐ FIRPTA certificate (non-foreign affidavit) or withholding
☐ All keys, codes, passwords, and access credentials
☐ All records, files, and data included in Purchased Assets
☐ [________________________________]

7.3 Buyer's Closing Deliverables. At the Closing, Buyer shall deliver or cause to be delivered:

☐ Purchase Price payment per Section 6.3
☐ Assignment and Assumption Agreement, duly executed
☐ Officer's certificate confirming representations and warranties
☐ Evidence of insurance coverage for the Business
☐ [________________________________]

ARTICLE 8. REPRESENTATIONS AND WARRANTIES OF SELLER

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

8.1 Organization and Good Standing. 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 own the Purchased Assets and operate the Business.

8.2 Authority. Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Seller is a corporation, the sale has been approved by Seller's Board of Directors and, to the extent required by AS 10.06.562 and AS 10.06.564, by Seller's shareholders.

8.3 Title to Assets. Seller has good and marketable title to all Purchased Assets, free and clear of all Encumbrances, except as disclosed on Schedule 8.3.

8.4 No Conflicts. The execution, delivery, and performance of this Agreement by Seller does not (a) violate Seller's organizational documents, (b) violate any law, order, or regulation applicable to Seller, or (c) breach or constitute a default under any material contract.

8.5 Financial Statements. The financial statements of the Business delivered to Buyer (Schedule 8.5) are true, correct, and complete in all material respects and fairly present the financial condition and results of operations of the Business as of the dates indicated.

8.6 Taxes. Seller has filed all required tax returns and has paid all taxes due. There are no pending or threatened tax audits or assessments. Seller has collected and remitted all sales and use taxes.

8.7 Compliance with Laws. Seller is in material compliance with all applicable federal, state, and local laws, including Alaska statutes and regulations.

8.8 Environmental. To the Knowledge of Seller, the Business and Purchased Assets are in compliance with all environmental laws and regulations, and there is no pending or threatened environmental claim.

8.9 Litigation. Except as disclosed on Schedule 8.9, there is no pending or threatened litigation, claim, or proceeding against Seller related to the Business or Purchased Assets.

8.10 Contracts. Each Assumed Contract is valid, binding, and in full force and effect. Seller is not in material breach or default under any Assumed Contract.

8.11 Employees. Schedule 8.11 lists all employees of the Business, together with their positions, compensation, and benefits. Seller is in compliance with all applicable employment laws, including the Alaska Wage and Hour Act (AS 23.10).

8.12 Permits. Seller holds all Permits required to operate the Business, and all such Permits are in full force and effect.

8.13 Intellectual Property. Seller owns or has valid licenses to use all intellectual property necessary to operate the Business. No infringement claims are pending or threatened.

8.14 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee in connection with this transaction based on arrangements made by Seller.

8.15 Full Disclosure. No representation or warranty by Seller contains any untrue statement of material fact or omits to state a material fact necessary to make the statements not misleading.

ARTICLE 9. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

9.1 Organization and Good Standing. Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

9.2 Authority. Buyer has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

9.3 No Conflicts. The execution, delivery, and performance of this Agreement by Buyer does not violate Buyer's organizational documents or any applicable law, order, or material contract.

9.4 Financial Capability. Buyer has, or will have at Closing, sufficient funds to pay the Purchase Price and consummate the transactions contemplated by this Agreement.

9.5 Brokers. No broker, finder, or investment banker is entitled to any fee based on arrangements made by Buyer.

ARTICLE 10. COVENANTS

10.1 Conduct of Business Pending Closing. From the Effective Date through the Closing Date, Seller shall operate the Business in the ordinary course consistent with past practice and shall preserve the relationships with customers, suppliers, and employees.

10.2 Access and Investigation. Seller shall provide Buyer and its representatives reasonable access to the Business, Purchased Assets, books, records, and personnel for purposes of due diligence.

10.3 Third-Party Consents. Seller shall use commercially reasonable efforts to obtain all consents required for the assignment of the Assumed Contracts.

10.4 Non-Competition. For a period of [____] years following the Closing Date, Seller shall not, directly or indirectly, engage in any business that competes with the Business within the State of Alaska, except as set forth in a separate non-competition agreement (Exhibit E).

10.5 Non-Solicitation. For a period of [____] years following the Closing Date, Seller shall not solicit or hire any employee of the Business who was employed at Closing.

10.6 Employees. Buyer shall have the right, but not the obligation, to offer employment to the employees of the Business. Nothing herein creates any obligation on Buyer to continue employment on any specific terms.

10.7 Tax Cooperation. The Parties shall cooperate with respect to tax matters, including the filing of tax returns and the conduct of any tax audit.

10.8 Confidentiality. Each Party shall hold in confidence all non-public information obtained from the other Party in connection with this Agreement.

10.9 Bulk Sales Compliance. The Parties acknowledge that Alaska has [repealed/adopted] the Uniform Commercial Code Article 6 bulk sales provisions. [If applicable:] Seller shall comply with all bulk sales notice requirements. [If repealed:] The Parties have determined that compliance with bulk sales laws is not required, but Seller shall provide Buyer with a list of Seller's creditors and the amounts owed to each.

10.10 Further Assurances. Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the provisions of this Agreement.

ARTICLE 11. CONDITIONS PRECEDENT TO CLOSING

11.1 Conditions to Buyer's Obligations. Buyer's obligation to consummate the Closing is subject to satisfaction of the following conditions:

☐ Seller's representations and warranties shall be true and correct in all material respects as of the Closing Date
☐ Seller shall have performed all covenants required to be performed prior to Closing
☐ No Material Adverse Effect shall have occurred
☐ All required consents and approvals shall have been obtained
☐ Seller shall have delivered all Closing deliverables under Section 7.2
☐ Buyer shall have completed due diligence to its reasonable satisfaction
☐ Tax clearance certificate shall have been obtained (AS 43.10.035)
☐ All Encumbrances on Purchased Assets shall have been released
☐ [________________________________]

11.2 Conditions to Seller's Obligations. Seller's obligation to consummate the Closing is subject to satisfaction of the following conditions:

☐ Buyer's representations and warranties shall be true and correct in all material respects as of the Closing Date
☐ Buyer shall have performed all covenants required to be performed prior to Closing
☐ Buyer shall have delivered the Purchase Price and all Closing deliverables under Section 7.3
☐ [If applicable:] Shareholder approval shall have been obtained per AS 10.06.564
☐ [________________________________]

ARTICLE 12. INDEMNIFICATION

12.1 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer from and against all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

(a) Any breach of any representation or warranty of Seller;
(b) Any breach of any covenant of Seller;
(c) Any Excluded Liability; and
(d) Any fraud or intentional misrepresentation by Seller.

12.2 Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller from and against all losses arising out of or resulting from:

(a) Any breach of any representation or warranty of Buyer;
(b) Any breach of any covenant of Buyer;
(c) Any Assumed Liability; and
(d) Any fraud or intentional misrepresentation by Buyer.

12.3 Basket and Cap.

12.4 Survival Period. Representations and warranties shall survive the Closing for a period of [____] months. Fundamental representations (organization, authority, title, taxes) shall survive for [____] months. Covenants shall survive in accordance with their terms.

12.5 Exclusive Remedy. Except in cases of fraud, intentional misrepresentation, or equitable relief, the indemnification provisions of this Article 12 shall be the sole and exclusive remedy of the Parties with respect to claims arising under this Agreement.

ARTICLE 13. TERMINATION

13.1 Termination Events. This Agreement may be terminated:

(a) By mutual written consent of the Parties;
(b) By either Party if the Closing has not occurred on or before [__/__/____] (the "Outside Date");
(c) By Buyer if there has been a material breach of Seller's representations, warranties, or covenants that has not been cured within [____] Business Days of written notice;
(d) By Seller if there has been a material breach of Buyer's representations, warranties, or covenants that has not been cured within [____] Business Days of written notice; or
(e) By either Party if a governmental authority has issued an order prohibiting the transactions.

13.2 Effect of Termination. Upon termination, this Agreement shall be of no further force or effect, except for the obligations set forth in this Section 13.2, Article 14, and Article 15, which shall survive termination.

ARTICLE 14. DISPUTE RESOLUTION

14.1 Governing Law. 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. Each Party irrevocably submits to the exclusive jurisdiction of the Superior Court of the State of Alaska, Third Judicial District, Anchorage, and the United States District Court for the District of Alaska, for any suit, action, or proceeding arising out of or relating to this Agreement.

14.3 Optional Arbitration. Upon mutual written agreement, any dispute may be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat of arbitration in Anchorage, Alaska.

14.4 Jury Trial Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.5 Equitable Relief. Each Party shall be entitled to seek specific performance, injunctive relief, or other equitable remedies without the necessity of proving actual damages or posting bond.

ARTICLE 15. GENERAL PROVISIONS

15.1 Notices. All notices shall be in writing and delivered to the addresses set forth below (or such other address as may be designated in writing):

15.2 Entire Agreement. This Agreement, including all Exhibits and Schedules, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

15.3 Amendment. This Agreement may be amended only by a written instrument signed by both Parties.

15.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Buyer may assign its rights to an affiliate.

15.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts. Signatures delivered by electronic means shall be deemed originals.

15.7 Expenses. Each Party shall bear its own costs and expenses incurred in connection with this Agreement.

15.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns.

ARTICLE 16. EXECUTION

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

SELLER:

[________________________________]

By: ___________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

[________________________________]

By: ___________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SCHEDULES AND EXHIBITS

SOURCES AND REFERENCES

• AS 10.06.562 – Sale of Assets Other Than in Regular Course of Business
• AS 10.06.564 – Shareholder Approval of Sale of Assets
• AS 10.06.580 – Dissenters' Rights: https://law.justia.com/codes/alaska/title-10/chapter-06/
• AS 45.01 et seq. – Alaska Uniform Commercial Code
• AS 45.09 – UCC Secured Transactions
• AS 43.10.035 – Tax Clearance Requirements
• AS 23.20 – Employment Security (SUTA Successor Liability)
• IRC § 1060 – Special Allocation Rules for Certain Asset Acquisitions
• IRS Form 8594 – Asset Acquisition Statement

This template is provided for informational and educational purposes only. It does not constitute legal advice. Asset purchase transactions are complex and involve significant legal, tax, employment, and regulatory considerations. All statutory citations should be verified against current Alaska Statutes. Consult a licensed Alaska attorney and qualified tax advisor before execution.