Asset Purchase Agreement - Arizona

ASSET PURCHASE AGREEMENT

(State of Arizona)

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. Representations and Warranties of the Seller
8. Representations and Warranties of the Buyer
9. Covenants
10. Conditions to Closing
11. Indemnification
12. Termination
13. Dispute Resolution
14. General Provisions
15. Execution

RECITALS

This ASSET PURCHASE AGREEMENT (this "Agreement") is 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")

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

(Seller and Buyer are each a "Party" and collectively the "Parties.")

WHEREAS, Seller owns and operates the business known as "[________________________________]" (the "Business") [located at [________________________________], Arizona];

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, substantially all of the assets used in the Business, upon the terms and subject to the conditions set forth herein;

WHEREAS, this transaction involves the sale of assets other than in the regular course of business, and to the extent required by the Arizona Business Corporation Act (A.R.S. § 10-1202), shareholder approval shall be obtained;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 As used in this Agreement:

(a) "ABCA" means the Arizona Business Corporation Act, A.R.S. Title 10, as amended.

(b) "ACC" means the Arizona Corporation Commission.

(c) "ADOR" means the Arizona Department of Revenue.

(d) "Affiliate" means any Person that controls, is controlled by, or is under common control with a Party.

(e) "Assumed Liabilities" has the meaning in Article 4.

(f) "Business Day" means any day other than a Saturday, Sunday, or banking holiday in Phoenix, Arizona.

(g) "Closing" means the consummation of the transactions contemplated by this Agreement.

(h) "Closing Date" means the date on which the Closing occurs.

(i) "Encumbrance" means any lien, pledge, mortgage, charge, security interest, restriction, claim, or other encumbrance.

(j) "Excluded Assets" has the meaning in Article 3.

(k) "Excluded Liabilities" has the meaning in Article 5.

(l) "GAAP" means generally accepted accounting principles in the United States.

(m) "Governmental Authority" means any federal, state, local, or foreign government or agency, including the ACC and ADOR.

(n) "Knowledge" means actual knowledge after reasonable inquiry.

(o) "Law" means any statute, law, ordinance, regulation, rule, code, or order.

(p) "Material Adverse Effect" means any event or change materially adverse to the Business or the Purchased Assets.

(q) "Permitted Encumbrances" means (i) statutory liens for taxes not yet due, (ii) mechanics' liens, (iii) zoning and land use regulations, and (iv) other Encumbrances set forth on Schedule 1.1.

(r) "Person" means an individual, corporation, partnership, LLC, trust, or other entity.

(s) "Purchased Assets" has the meaning in Article 2.

(t) "Purchase Price" has the meaning in Section 6.1.

(u) "Tax Clearance Certificate" means a tax clearance certificate issued by the ADOR pursuant to A.R.S. § 42-1116.

(v) "Transaction Privilege Tax" or "TPT" means the Arizona transaction privilege tax imposed under A.R.S. Title 42, Chapter 5.

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, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from Seller, all of Seller's right, title, and interest in and to the following assets used in or relating to the Business (collectively, the "Purchased Assets"), free and clear of all Encumbrances (other than Permitted Encumbrances):

(a) Tangible Personal Property. All machinery, equipment, furniture, fixtures, tools, vehicles, computers, and other tangible personal property listed on Schedule 2.1(a);

(b) Inventory. All raw materials, work-in-process, finished goods, and supplies, as set forth on Schedule 2.1(b);

(c) Accounts Receivable. All accounts receivable and notes receivable arising from the Business as set forth on Schedule 2.1(c);

(d) Contracts. All contracts, agreements, purchase orders, customer orders, and commitments listed on Schedule 2.1(d) (the "Assumed Contracts");

(e) Intellectual Property. All intellectual property rights, including patents, trademarks, trade names, service marks, copyrights, domain names, trade secrets, customer lists, and goodwill, as listed on Schedule 2.1(e);

(f) Licenses and Permits. All licenses, permits, approvals, and authorizations of Governmental Authorities to the extent transferable, as listed on Schedule 2.1(f);

(g) Real Property Interests. All real property leases and interests listed on Schedule 2.1(g);

(h) Prepaid Expenses and Deposits. All prepaid expenses, security deposits, and advance payments, as listed on Schedule 2.1(h);

(i) Books and Records. All books, records, files, and data relating to the Business (excluding Seller's corporate records, minute books, stock records, and tax returns);

(j) Goodwill. All goodwill associated with the Business;

(k) Claims and Causes of Action. All claims, causes of action, choses in action, and rights of recovery relating to the Purchased Assets; and

(l) Other Assets. All other assets used in the Business not specifically excluded under Article 3.

2.2 Shareholder Approval. To the extent the sale of the Purchased Assets constitutes a sale of all or substantially all of the assets of Seller within the meaning of A.R.S. § 10-1202, Seller shall obtain shareholder approval in accordance with the ABCA prior to the Closing. Under A.R.S. § 10-1202, a sale of assets other than in the regular course of business requires approval by the board of directors and the shareholders.

ARTICLE 3 — EXCLUDED ASSETS

The following assets are expressly excluded from the Purchased Assets (the "Excluded Assets"):

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

(b) Seller's corporate records, minute books, stock records, and tax returns;

(c) All rights under this Agreement and the other Transaction Documents;

(d) All rights relating to the Excluded Liabilities;

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

(f) All tax refunds and tax credits of Seller;

(g) All employee benefit plan assets;

(h) Any assets listed on Schedule 3; and

(i) [________________________________] (other excluded assets).

ARTICLE 4 — ASSUMED LIABILITIES

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

(a) All liabilities and obligations arising under the Assumed Contracts on or after the Closing Date;

(b) All accounts payable set forth on Schedule 4.1(b) that are current and not more than [____] days past due;

(c) All accrued vacation and paid time off for Transferred Employees, as set forth on Schedule 4.1(c); and

(d) Such other liabilities as expressly set forth on Schedule 4.1(d).

ARTICLE 5 — EXCLUDED LIABILITIES

5.1 Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be responsible for any liabilities or obligations of Seller of any kind (the "Excluded Liabilities"), including:

(a) All liabilities arising from the operation of the Business prior to the Closing Date;

(b) All liabilities for taxes of Seller, including income taxes, transaction privilege taxes, and employment taxes, for periods prior to the Closing Date;

(c) All liabilities under contracts not included in the Assumed Contracts;

(d) All product liability claims arising from products sold prior to the Closing Date;

(e) All environmental liabilities arising from events prior to the Closing Date;

(f) All employee benefit plan liabilities, including ERISA obligations, arising prior to the Closing Date;

(g) All litigation and claims arising from events prior to the Closing Date;

(h) All workers' compensation liabilities arising prior to the Closing Date (subject to Arizona successor liability rules under A.R.S. § 23-902);

(i) All liabilities for severance, termination, or other employment-related obligations of Seller; and

(j) All other liabilities not expressly included in the Assumed Liabilities.

5.2 Workers' Compensation Successor Liability. The Parties acknowledge that under A.R.S. § 23-902, a successor employer may be liable for workers' compensation obligations of the predecessor employer in certain circumstances. Buyer shall conduct appropriate due diligence regarding Seller's workers' compensation history. Seller represents that it has maintained workers' compensation insurance as required by Arizona law.

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 set forth in this Article 6.

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"). The Parties shall report the transactions contemplated by this Agreement on their respective federal and state income tax returns in a manner consistent with the Allocation.

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

☐ (a) Lump Sum at Closing. The full Purchase Price shall be paid at Closing by wire transfer.

☐ (b) Installment Payments.

• $[________________________________] at Closing;
• $[________________________________] in [____] equal installments, with interest at [____]% per annum, pursuant to a promissory note in the form of Exhibit A, secured by a security interest in the Purchased Assets pursuant to a Security Agreement in the form of Exhibit B.

☐ (c) Escrow. $[________________________________] shall be deposited with [________________________________] (the "Escrow Agent") pursuant to the Escrow Agreement in the form of Exhibit C.

6.4 Purchase Price Adjustment.

(a) Within [____] days after the Closing Date, the Parties shall determine the final net asset value of the Purchased Assets based on a closing-date inventory and accounts receivable review.

(b) The Purchase Price shall be adjusted upward or downward to the extent the actual net asset value differs from the estimated net asset value by more than $[________________________________].

(c) Disputes regarding the adjustment shall be resolved by an independent accountant mutually selected by the Parties.

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller represents and warrants to Buyer that:

7.1 Organization. Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction. If Seller is an Arizona corporation, it is in good standing with the ACC.

7.2 Authority. Seller has all necessary power and authority to execute this Agreement and consummate the transactions, subject to shareholder approval under A.R.S. § 10-1202 if applicable. This Agreement constitutes a valid and binding obligation of Seller.

7.3 No Conflicts. The execution and performance of this Agreement does not conflict with Seller's organizational documents, any agreement, or any Law.

7.4 Title to Assets. Seller has good and marketable title to the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

7.5 Financial Statements. Seller has delivered to Buyer the Financial Statements listed on Schedule 7.5, prepared in accordance with GAAP.

7.6 Absence of Undisclosed Liabilities. No liabilities except those in the Financial Statements or incurred in the ordinary course.

7.7 Absence of Changes. Since the date of the most recent Financial Statements, there has been no Material Adverse Effect.

7.8 Compliance with Laws. Seller is in material compliance with all applicable Laws, including all ACC filing requirements, ADOR requirements, and local business license requirements.

7.9 Tax Matters. Seller has timely filed all required tax returns, including Arizona transaction privilege tax returns, and has paid all taxes due. Seller has no outstanding tax liens.

7.10 Contracts. Each Assumed Contract is in full force and effect. Seller is not in material default under any Assumed Contract.

7.11 Litigation. Except as set forth on Schedule 7.11, no pending or threatened litigation or claims affecting the Purchased Assets or the Business.

7.12 Environmental Matters. The Business has been conducted in material compliance with all environmental Laws, including applicable requirements of the Arizona Department of Environmental Quality. There are no pending or threatened environmental claims.

7.13 Employees. Schedule 7.13 lists all employees of the Business, their positions, compensation, and benefits. Seller has complied with all applicable employment Laws, including Arizona wage and hour laws and workers' compensation requirements.

7.14 Employee Benefits. Schedule 7.14 lists all employee benefit plans. Seller has complied with ERISA and all applicable benefit plan requirements.

7.15 Real Property. Schedule 7.15 describes all owned and leased real property used in the Business. All leases are in full force and effect.

7.16 Intellectual Property. Schedule 7.16 lists all material intellectual property. Seller owns or has the right to use all intellectual property.

7.17 Insurance. Schedule 7.17 lists all insurance policies covering the Business.

7.18 Licenses and Permits. Schedule 7.18 lists all material licenses and permits. All are in full force and effect.

7.19 Accounts Receivable. The accounts receivable are valid, genuine, and arose in the ordinary course of business.

7.20 Inventory. The inventory is in good and saleable condition (except for obsolete items identified on Schedule 7.20).

7.21 Brokers. Seller has not engaged any broker entitled to a fee from Buyer.

7.22 Sufficiency of Assets. The Purchased Assets constitute all assets necessary to operate the Business as presently conducted.

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES OF THE BUYER

Buyer represents and warrants to Seller that:

8.1 Organization. Buyer is duly organized, validly existing, and in good standing.

8.2 Authority. Buyer has all necessary power to execute and perform this Agreement.

8.3 No Conflicts. The execution and performance does not conflict with Buyer's organizational documents, any agreement, or any Law.

8.4 Financial Capacity. Buyer has sufficient funds or committed financing for the Purchase Price and all related expenses.

8.5 No Brokers. Buyer has not engaged any broker entitled to a fee from Seller.

8.6 No Litigation. No pending or threatened litigation that would prevent Buyer from consummating the transactions.

ARTICLE 9 — COVENANTS

9.1 Conduct of Business. From the Effective Date through Closing, Seller shall conduct the Business in the ordinary course and preserve the Purchased Assets.

9.2 Access. Seller shall provide Buyer reasonable access to the Business, Purchased Assets, books, records, and personnel.

9.3 Confidentiality. Each Party shall keep confidential all non-public information received from the other Party.

9.4 Tax Clearance.

(a) Prior to or at the Closing, Seller shall obtain and deliver to Buyer a Tax Clearance Certificate from the ADOR pursuant to A.R.S. § 42-1116. This certificate confirms that Seller has no outstanding transaction privilege tax (TPT) or other tax liabilities owed to the State of Arizona.

(b) Arizona Practice Note: Under A.R.S. § 42-1116, a purchaser of a business or business assets may be liable for the seller's unpaid transaction privilege taxes, use taxes, and withholding taxes unless the purchaser obtains a tax clearance letter from the ADOR prior to closing. Buyer should not close without this certificate.

9.5 Bulk Transfer Considerations.

(a) Arizona Practice Note: Arizona has repealed Article 6 of the Uniform Commercial Code (Bulk Transfers). There is no statutory bulk sale notification requirement in Arizona.

(b) However, Buyer should still perform due diligence regarding Seller's creditors, as creditors may assert fraudulent transfer claims under A.R.S. § 44-1004 (Arizona Uniform Voidable Transactions Act).

9.6 Employee Matters.

(a) Buyer shall offer employment to those employees of Seller listed on Schedule 9.6 (the "Offered Employees") on terms substantially comparable to their existing employment. Employees who accept Buyer's offer are "Transferred Employees."

(b) Seller shall be responsible for all wages, benefits, and obligations owing to its employees through the Closing Date, including COBRA obligations.

(c) Seller shall comply with the federal WARN Act (Worker Adjustment and Retraining Notification Act) and any applicable Arizona requirements regarding plant closings and mass layoffs.

9.7 Non-Competition. Seller agrees that 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 Arizona
☐ [________________________________] (geographic area)
☐ A [____]-mile radius of the Business location(s)

9.8 Non-Solicitation. Seller agrees that for a period of [____] years following the Closing Date, Seller shall not solicit or hire any Transferred Employee or solicit any customer or supplier of the Business.

9.9 Transition Assistance. Seller shall provide Buyer with reasonable transition assistance for a period of [____] days following the Closing, including assistance with customer and supplier introductions, transfer of records and data, and training.

9.10 Consents to Assignment. Seller shall use reasonable efforts to obtain all consents necessary for the assignment of the Assumed Contracts. If any consent is not obtained prior to Closing, Seller shall cooperate with Buyer to establish a reasonable alternative arrangement.

9.11 Regulatory Approvals. The Parties shall cooperate to obtain all required regulatory approvals, including:

(a) Transfer of licenses and permits;
(b) Any required ACC filings;
(c) Any required ADOR filings; and
(d) Local business license transfers.

ARTICLE 10 — CONDITIONS TO CLOSING

10.1 Conditions to Buyer's Obligations. Buyer's obligations are subject to:

(a) Seller's representations and warranties shall be true and correct in all material respects;

(b) Seller shall have performed all covenants;

(c) No Material Adverse Effect since the Effective Date;

(d) All required consents, approvals, and waivers shall have been obtained;

(e) Buyer shall have received the Tax Clearance Certificate from the ADOR;

(f) If applicable, Seller's shareholders shall have approved the sale under A.R.S. § 10-1202;

(g) Seller shall have delivered to Buyer:

• Bills of sale for the tangible Purchased Assets;
• Assignment and assumption agreements for the Assumed Contracts;
• Assignments of intellectual property rights;
• Landlord consents for lease assignments;
• Good standing certificate from the ACC (if Seller is an Arizona entity);
• All other documents reasonably requested by Buyer; and

(h) No legal proceeding shall be pending or threatened that would restrain the transactions.

10.2 Conditions to Seller's Obligations. Seller's obligations are subject to:

(a) Buyer's representations and warranties shall be true and correct;

(b) Buyer shall have performed all covenants;

(c) Buyer shall have delivered the Purchase Price (or the Closing portion);

(d) Buyer shall have executed and delivered the assumption agreement for the Assumed Liabilities; and

(e) No legal proceeding shall be pending or threatened that would restrain the transactions.

10.3 Closing. The Closing shall take place at [________________________________], or remotely, on [__/__/____].

10.4 Closing Deliveries. At the Closing:

(a) Seller's Deliveries:

• Bill of Sale (in the form of Exhibit D)
• Assignment and Assumption Agreement (in the form of Exhibit E)
• Intellectual Property Assignment (in the form of Exhibit F)
• Tax Clearance Certificate from ADOR
• Officer's certificate
• Good standing certificate
• Landlord consents
• All keys, access codes, and passwords

(b) Buyer's Deliveries:

• Purchase Price payment
• Assumption Agreement for Assumed Liabilities
• Officer's certificate
• Evidence of insurance

ARTICLE 11 — INDEMNIFICATION

11.1 Indemnification by Seller. Seller shall indemnify Buyer from all Losses arising from:

(a) Breach of any representation or warranty;
(b) Breach of any covenant or agreement;
(c) Any Excluded Liability;
(d) Any tax liability of Seller for periods prior to Closing; and
(e) Any product liability claim arising from products sold prior to Closing.

11.2 Indemnification by Buyer. Buyer shall indemnify Seller from all Losses arising from:

(a) Breach of any representation or warranty;
(b) Breach of any covenant or agreement; and
(c) Any Assumed Liability.

11.3 Basket. No indemnification unless aggregate Losses exceed $[________________________________] (the "Basket").

11.4 Cap. Maximum liability shall not exceed $[________________________________] (the "Cap"), representing [____]% of the Purchase Price; does not apply to fraud, willful misconduct, or Excluded Liabilities.

11.5 Survival. Representations and warranties survive the Closing for [____] months; fundamental representations (organization, authority, title) survive for the applicable statute of limitations period.

11.6 Procedures. The indemnified Party shall provide prompt written notice. The indemnifying Party may assume defense of third-party claims. Settlement requires consent of the indemnified Party.

11.7 Exclusive Remedy. Except for fraud or willful misconduct, the indemnification provisions are the sole and exclusive remedy.

ARTICLE 12 — TERMINATION

12.1 Termination Events. This Agreement may be terminated prior to Closing:

(a) By mutual written agreement;
(b) By either Party if the Closing has not occurred by [__/__/____];
(c) By Buyer for material uncured breach by Seller (with [____] days' notice);
(d) By Seller for material uncured breach by Buyer (with [____] days' notice); or
(e) By either Party if any Governmental Authority issues a final order prohibiting the transactions.

12.2 Effect of Termination. Upon termination, this Agreement becomes void except (a) Sections 9.3 (Confidentiality) and this Section 12.2 survive, and (b) no release from liability for prior breach.

ARTICLE 13 — DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by Arizona law, without giving effect to conflict-of-laws principles.

13.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of state and federal courts in Maricopa County, Arizona.

13.3 Dispute Resolution Procedure.

(a) Negotiation. Good-faith negotiation for thirty (30) days.

(b) Mediation. If unresolved, mediation in Phoenix, Arizona for sixty (60) days.

☐ (c) Arbitration (Optional). If unresolved, binding arbitration in Phoenix, Arizona, administered by [________________________________]. The award shall be final and binding.

13.4 Jury Trial Waiver. EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

13.5 Attorneys' Fees. The prevailing Party shall recover reasonable attorneys' fees pursuant to A.R.S. § 12-341.01.

ARTICLE 14 — GENERAL PROVISIONS

14.1 Notices. All notices in writing, deemed given when delivered, sent by certified mail, overnight courier, or email:

If to Seller:
[________________________________]
[________________________________]
Email: [________________________________]

If to Buyer:
[________________________________]
[________________________________]
Email: [________________________________]

14.2 Entire Agreement. This Agreement constitutes the entire agreement.

14.3 Amendment. May be amended only by written instrument.

14.4 Waiver. No waiver unless in writing.

14.5 Severability. Invalid provisions shall not affect remaining provisions.

14.6 Assignment. Not assignable without consent, except Buyer may assign to an Affiliate.

14.7 Successors. Binding upon successors and permitted assigns.

14.8 Third-Party Beneficiaries. None.

14.9 Counterparts. May be executed in counterparts. Electronic signatures deemed originals.

14.10 Expenses. Each Party bears its own expenses.

14.11 Schedules and Exhibits.

ARTICLE 15 — 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: [__/__/____]

ARIZONA-SPECIFIC PRACTICE NOTES

Shareholder Approval (A.R.S. § 10-1202). If the asset sale constitutes a sale of all or substantially all of Seller's assets and is not in the regular course of business, the ABCA requires board and shareholder approval. A sale in the regular course of business under A.R.S. § 10-1201 does not require shareholder approval.

Tax Clearance Certificate (A.R.S. § 42-1116). This is a critical Arizona requirement. Under A.R.S. § 42-1116, a person who acquires a business or business assets may be held personally liable for the seller's unpaid transaction privilege taxes, use taxes, and withholding taxes. To avoid successor tax liability, the buyer should request and receive a tax clearance letter from the ADOR before closing. The certificate confirms that the seller has no outstanding tax liabilities.

Bulk Transfers. Arizona has repealed UCC Article 6 (Bulk Transfers). There is no statutory bulk sale notification requirement. However, creditors may pursue fraudulent transfer claims under the Arizona Uniform Voidable Transactions Act (A.R.S. § 44-1001 et seq.).

Workers' Compensation (A.R.S. § 23-902). Under Arizona law, a successor employer may be liable for the predecessor's workers' compensation obligations. Buyer should verify Seller's workers' compensation coverage and claims history.

Dissenters' Rights. Under A.R.S. § 10-1302, shareholders of the selling corporation may have dissenters' rights if the transaction constitutes a sale of all or substantially all assets requiring shareholder approval.

Transaction Privilege Tax. Arizona imposes a transaction privilege tax (similar to a sales tax) on certain business activities. The sale of tangible personal property may be subject to TPT. The Parties should consult with tax counsel regarding the TPT implications of the asset sale.

Filing Fees.

• Articles of incorporation: $60 with the ACC
• Business name registration and other filings: check the ACC fee schedule

SOURCES AND REFERENCES

• A.R.S. § 10-1201 and § 10-1202 (Sale of assets): https://www.azleg.gov/arsDetail/?title=10
• A.R.S. § 42-1116 (Tax clearance): https://www.azleg.gov/arsDetail/?title=42
• A.R.S. § 10-1302 (Dissenters' rights): https://www.azleg.gov/ars/10/01302.htm
• Arizona Corporation Commission — Fees: https://azcc.gov/corporations/fee-and-payment-info
• Arizona Department of Revenue: https://azdor.gov/

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. Consult a licensed Arizona attorney before executing this agreement.