NEW YORK ASSET PURCHASE AGREEMENT

Governed by the Laws of the State of New York
Including UCC Article 6 (Bulk Transfers) and Tax Law § 1141(c) (Bulk Sale Notice)

TABLE OF CONTENTS

1. Parties and Effective Date
2. Recitals
3. Definitions (New York-Specific)
4. Purchase and Sale of Assets
5. Excluded Assets
6. Assumed Liabilities and Excluded Liabilities
7. Purchase Price, Payment, and NY Tax Allocation
8. NY Bulk Sale / Bulk Transfer Compliance (UCC Art. 6 and Tax Law § 1141(c))
9. Closing and Deliverables
10. Representations and Warranties of Seller — NY-Specific
11. Representations and Warranties of Buyer
12. Pre-Closing Covenants — Including NY WARN Act
13. Conditions Precedent
14. Post-Closing Adjustments
15. Indemnification — Basket, Cap, and NY Prejudgment Interest
16. Limitation of Liability
17. Termination
18. Non-Competition — NY BDO Seidman Standards
19. Dispute Resolution — NY Forum and Governing Law
20. General Provisions (NY-Specific)
21. Execution Block
22. List of Schedules and Exhibits

1. PARTIES AND EFFECTIVE DATE

This New York Asset Purchase Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

SELLER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Office: [________________________________]
NY Secretary of State Entity ID: [________________________________]

BUYER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Office: [________________________________]
NY Secretary of State Entity ID: [________________________________]

Each a "Party" and collectively the "Parties."

2. 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 assume only the Assumed Liabilities upon the terms set forth herein.

C. The Parties acknowledge that this transaction constitutes a "bulk sale" or "bulk transfer" subject to New York's retained UCC Article 6 and the bulk sale notification requirements of N.Y. Tax Law § 1141(c), and that compliance with those provisions is a condition to Closing.

D. If the sale constitutes the disposition of all or substantially all of Seller's assets, Seller acknowledges its obligation to obtain shareholder or member approval pursuant to N.Y. Bus. Corp. Law § 909 (for corporations) or the applicable provisions of Seller's governing documents.

E. The Parties intend that the Transactions qualify as a sale of assets for all applicable purposes.

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

3. DEFINITIONS (NEW YORK-SPECIFIC)

"Accounts Receivable" means all trade accounts, notes, and other amounts receivable arising from the Business before Closing.

"Affiliate" has the meaning in 17 C.F.R. § 230.405.

"Assets" has the meaning in Section 4.1.

"Assumed Liabilities" has the meaning in Section 6.1.

"Bulk Sale Notice" means the notification required under N.Y. Tax Law § 1141(c) and UCC Art. 6.

"Business Day" means any day other than a Saturday, Sunday, or legal holiday in the State of New York.

"Closing" has the meaning in Section 9.1.

"Closing Balance Sheet" has the meaning in Section 14.1.

"Closing Date" has the meaning in Section 9.1.

"Contracts" means all written or oral contracts, leases, licenses, purchase orders, sales orders, and other agreements relating to the Business.

"DTF-17" means New York State Department of Taxation and Finance Form DTF-17 (Application for Estimated Personal Income Tax for the Sale or Transfer of Real Property by Nonresidents), if applicable.

"ESRA" means the Electronic Signatures and Records Act, N.Y. State Tech. Law Art. 3.

"Excluded Assets" has the meaning in Section 5.

"Excluded Liabilities" has the meaning in Section 6.2.

"Form AU-196.10" means New York State Form AU-196.10 (Notification of Sale, Transfer, or Assignment in Bulk and of an Intended Bulk Sale) or its successor form.

"Fundamental Representations" means Seller's representations regarding Organization and Authority (Section 10.1), Title to Assets (Section 10.2), Taxes (Section 10.8), and Brokers (Section 10.10).

"GOL" means the New York General Obligations Law.

"Governmental Authority" means any federal, state (including New York), local, or foreign government entity, agency, or authority.

"Intellectual Property" means all trademarks (including NY State Registrations under GBL Art. 24), service marks, trade names, copyrights, patents, trade secrets, domain names, and other IP rights used in the Business.

"Law" means any statute, law, ordinance, regulation, rule, code, order, or requirement of any Governmental Authority, including the laws of the State of New York.

"Losses" has the meaning in Section 15.2.

"Material Adverse Effect" means any change, event, or effect that is materially adverse to the Assets, the Business, or Seller's ability to consummate the Transactions, excluding changes generally affecting: (i) the economy or securities markets; (ii) the industry in which the Business operates; or (iii) political, legislative, or regulatory conditions (including changes to New York law).

"NY WARN Act" means the New York Worker Adjustment and Retraining Notification Act, N.Y. Lab. Law Art. 25-A, §§ 860–860-i.

"Permits" means all licenses, permits, certificates, and approvals from Governmental Authorities used in the Business.

"Private Information" has the meaning in GBL § 899-aa(1).

"Purchase Price" has the meaning in Section 7.1.

"Tax" or "Taxes" means all federal, New York State, New York City, local, and foreign income, gross receipts, franchise, payroll, employment, sales, use, real property transfer, property, excise, and other taxes.

4. PURCHASE AND SALE OF ASSETS

4.1 Assets. At Closing, Seller shall sell, transfer, assign, and deliver to Buyer, and Buyer shall purchase, all right, title, and interest in 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 4.1(d);
(e) Intellectual Property and associated goodwill, including any NY State Registrations under GBL Art. 24;
(f) Permits set forth on Schedule 4.1(f), to the extent transferable under New York law;
(g) Books and records relating to the Assets or the Business;
(h) Prepaid expenses, deposits, and security deposits;
(i) All customer lists, vendor lists, and business data (subject to SHIELD Act obligations regarding Private Information);
(j) All websites, domain names, social media accounts, and digital assets; and
(k) All goodwill associated with the Business.

4.2 Passage of Title. To the extent any Assets constitute "goods" under N.Y. U.C.C. Article 2, title shall pass to Buyer at Closing pursuant to U.C.C. § 2-401.

5. EXCLUDED ASSETS

The Assets exclude (the "Excluded Assets"):

(a) Seller's organizational documents, minute books, tax records, and other corporate records (except as needed for Business operations);
(b) Cash, cash equivalents, and bank accounts;
(c) Seller's rights under this Agreement;
(d) Insurance policies and rights thereunder;
(e) Tax refunds and credits attributable to pre-Closing periods;
(f) Any assets designated on Schedule 5; and
(g) Seller's name (unless expressly included in the Assets).

6. ASSUMED LIABILITIES AND EXCLUDED LIABILITIES

6.1 Assumed Liabilities. Buyer assumes only:

(a) Post-Closing obligations under Contracts included in the Assets (excluding pre-Closing breaches or defaults);
(b) Trade accounts payable incurred in the ordinary course and reflected on the Closing Balance Sheet; and
(c) Liabilities expressly set forth on Schedule 6.1.

6.2 Excluded Liabilities. Buyer does not assume (the "Excluded Liabilities"):

(a) Pre-Closing Taxes, including all New York State, New York City, and local Taxes;
(b) Liabilities under employee benefit plans;
(c) Product liability claims from pre-Closing sales;
(d) Environmental liabilities from pre-Closing operations;
(e) Liabilities arising from Seller's failure to comply with NY bulk sale requirements (UCC Art. 6 and Tax Law § 1141(c));
(f) SHIELD Act liabilities arising from pre-Closing data breaches (GBL §§ 899-aa/899-bb);
(g) Unpaid wages, benefits, or penalties under the NY Labor Law; and
(h) All other liabilities not expressly assumed.

7. PURCHASE PRICE, PAYMENT, AND NY TAX ALLOCATION

7.1 Purchase Price. The aggregate Purchase Price consists of:

(a) Cash Consideration of $[________________________________];
(b) Assumption of Assumed Liabilities; and
(c) Earn-out payments, if any, per Schedule 7.1(c).

7.2 Deposit. Within [____] Business Days after execution, Buyer shall deposit $[________________________________] (the "Deposit") with [________________________________] (the "Escrow Agent") under the Escrow Agreement (Exhibit A).

7.3 Payment at Closing. Buyer shall pay the Cash Consideration (less the Deposit) by wire transfer to Seller's designated account. The Deposit shall be released per the Escrow Agreement.

7.4 Purchase Price Allocation — IRC § 1060. Within ninety (90) days after Closing, Buyer shall deliver to Seller an allocation of the Purchase Price among the Assets in accordance with I.R.C. § 1060 and the residual method under Treasury Regulation § 1.1060-1(c). Both Parties shall file IRS Form 8594 and any NY State equivalent consistently with the agreed allocation.

7.5 Withholding. Buyer may withhold from the Purchase Price amounts required under applicable Tax Laws, including:

(a) N.Y. Tax Law § 1141(c) holdback (see Section 8);
(b) FIRPTA withholding (I.R.C. § 1445) if Seller is a foreign person; and
(c) Any New York real property transfer tax withholding (Tax Law Art. 31) if real property is included.

7.6 NY Real Property Transfer Tax. If the Assets include real property located in New York:

(a) The NY Real Property Transfer Tax (Tax Law Art. 31, § 1402) applies to conveyances at rates based on consideration paid;
(b) In New York City, the NYC Real Property Transfer Tax (NYC Admin. Code § 11-2102) also applies;
(c) The "mansion tax" (Tax Law § 1402-a) applies to residential real property with consideration of $1,000,000 or more.

7.7 Late Payment Interest. Overdue amounts accrue interest at the lesser of [____]% per annum or the maximum rate permitted by New York law. Under GOL § 5-501, the civil usury cap is 16% per annum. Under N.Y. Penal Law § 190.40, rates exceeding 25% constitute criminal usury.

8. NY BULK SALE / BULK TRANSFER COMPLIANCE (UCC ART. 6 AND TAX LAW § 1141(c))

CRITICAL NY PRACTICE NOTE: New York is one of the few states that RETAINED UCC Article 6 governing bulk transfers. Additionally, N.Y. Tax Law § 1141(c) imposes independent bulk sale notification requirements to the Department of Taxation and Finance. Failure to comply may result in Buyer's personal liability for Seller's unpaid sales taxes.

8.1 UCC Article 6 Compliance. This transaction constitutes a "bulk transfer" within the meaning of N.Y. U.C.C. Art. 6. Seller and Buyer shall comply with all applicable provisions, including:

(a) Schedule of Property. Seller shall prepare and deliver a schedule of all property to be transferred, sufficiently detailed to identify the property (U.C.C. § 6-104(1));

(b) List of Creditors. Seller shall furnish a sworn list of existing creditors, including names, addresses, amounts owed, and whether claims are disputed (U.C.C. § 6-104(1));

(c) Notice to Creditors. Buyer shall give written notice of the bulk transfer to all listed creditors at least ten (10) days before Buyer takes possession of the Assets or pays for them, whichever occurs first (U.C.C. § 6-105); and

(d) Filing. The notice shall be filed in the county where the transferor has its principal place of business in New York.

8.2 Tax Law § 1141(c) — Bulk Sale Notification to NYS Tax Department. At least ten (10) days before the Closing Date:

(a) Buyer shall file Form AU-196.10 (Notification of Sale, Transfer, or Assignment in Bulk and of an Intended Bulk Sale) with the New York State Department of Taxation and Finance;

(b) The Tax Department will issue a response indicating whether Seller has any outstanding sales tax liabilities;

(c) If the Tax Department identifies unpaid taxes, Buyer must withhold from the Purchase Price an amount sufficient to cover such taxes, or become personally liable for Seller's unpaid sales taxes under Tax Law § 1141(c);

(d) If the Tax Department does not respond within the statutory period, Buyer is released from bulk sale tax liability.

8.3 Escrow for Tax Liabilities. If the Tax Department identifies outstanding tax liabilities, the Parties shall deposit the disputed amount with the Escrow Agent pending resolution, and the Closing may proceed with respect to the balance of the Purchase Price.

8.4 Condition Precedent. Compliance with Section 8.1 and Section 8.2 is a condition to Buyer's obligation to close (Section 13.1(e)).

8.5 Seller Cooperation. Seller shall cooperate fully with Buyer in completing all bulk sale requirements, including providing all information necessary for Form AU-196.10 and the UCC Art. 6 notices.

9. CLOSING AND DELIVERABLES

9.1 Closing. The Closing shall take place on [__/__/____] (the "Closing Date") at [________________________________], or remotely by exchange of electronic signatures and documents.

9.2 Seller Deliverables. At Closing, Seller shall deliver:

(a) Bill of Sale (Exhibit B), duly executed;
(b) Assignment and Assumption Agreements for Contracts, IP, and Permits;
(c) Possession of tangible Assets;
(d) Certificates of title for titled Assets, endorsed for transfer;
(e) Certificate of Good Standing from the NY Secretary of State (or jurisdiction of formation) dated within ten (10) days of Closing;
(f) Evidence of compliance with N.Y. Bus. Corp. Law § 909 (if applicable — shareholder approval of asset sale);
(g) UCC Art. 6 creditor list and property schedule (Section 8.1);
(h) Officer's certificate confirming accuracy of representations and performance of covenants;
(i) IP assignment documents for trademarks (including NY State Registration assignments under GBL § 360-d), patents, and copyrights;
(j) FIRPTA affidavit (if applicable); and
(k) Such other instruments as Buyer may reasonably request.

9.3 Buyer Deliverables. At Closing, Buyer shall deliver:

(a) Cash Consideration per Section 7.3;
(b) Assumption agreements, duly executed;
(c) Certificate of Good Standing;
(d) Evidence of bulk sale notification filing (Form AU-196.10);
(e) Evidence of UCC Art. 6 creditor notices; and
(f) Such other instruments as Seller may reasonably request.

10. REPRESENTATIONS AND WARRANTIES OF SELLER — NY-SPECIFIC

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

10.1 Organization, Authority, and Qualification. Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. If a foreign entity authorized to do business in New York, Seller is duly qualified under N.Y. Bus. Corp. Law § 1301 or the applicable formation statute. Seller has all requisite power and authority to execute, deliver, and perform this Agreement. If the sale constitutes disposition of all or substantially all assets, Seller has obtained the requisite approval under N.Y. Bus. Corp. Law § 909 (for corporations) or its governing documents.

10.2 Title to Assets; Sufficiency. Seller has good and marketable title to the Assets, free of all liens except Permitted Liens on Schedule 10.2. The Assets constitute all assets necessary to operate the Business as currently conducted.

10.3 No Conflicts; Consents. Execution and performance do not: (a) violate any Law; (b) conflict with Seller's organizational documents; or (c) require consent except as on Schedule 10.3.

10.4 Financial Statements. The Audited Financial Statements fairly present the financial position of the Business.

10.5 Compliance with Laws. Seller is in material compliance with all applicable Laws, including:

(a) N.Y. Gen. Bus. Law §§ 349/350 (deceptive practices / false advertising);
(b) N.Y. Labor Law (wage and hour, workplace safety);
(c) N.Y. Gen. Bus. Law §§ 899-aa/899-bb (SHIELD Act data security); and
(d) N.Y. Tax Law Art. 28 (sales and use tax obligations).

10.6 Permits. Seller holds all Permits necessary to operate the Business, as listed on Schedule 4.1(f). All Permits are valid and in good standing.

10.7 Intellectual Property. Schedule 10.7 lists all registered Intellectual Property, including NY State Registrations under GBL Art. 24. Seller owns or validly licenses all IP used in the Business. No IP is subject to pending challenge or infringement claim.

10.8 Taxes. All Tax Returns have been timely filed, and all Taxes due have been paid. Seller has collected and remitted all required NY sales and use taxes under Tax Law Art. 28. There are no outstanding bulk sale or transfer tax liabilities.

10.9 Litigation. Except as on Schedule 10.9, no pending or, to Seller's knowledge, threatened claims relating to the Business or Assets.

10.10 Brokers. No brokerage or finder's fees are owed in connection with the Transactions.

10.11 Employees. Schedule 10.11 lists all employees of the Business, their positions, compensation, and benefits. Seller is in material compliance with the NY Labor Law, including minimum wage, overtime, and frequency of pay requirements.

10.12 Data Privacy. Seller has complied with all applicable data privacy Laws, including the SHIELD Act (GBL §§ 899-aa/899-bb), and has not experienced a reportable data breach in the past three (3) years.

10.13 Environmental. To Seller's knowledge, the Business is in material compliance with all environmental Laws, including N.Y. Environmental Conservation Law.

10.14 Survival. Representations survive Closing for [____] months, except Fundamental Representations (Organization, Title, Taxes, Brokers), which survive until the expiration of the applicable statute of limitations plus sixty (60) days. Under CPLR § 213, the general contract statute of limitations is six years.

11. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants as of the Effective Date and Closing Date:

11.1 Organization and Authority. Duly organized, validly existing, in good standing, with full authority.

11.2 No Conflicts. No violation of Law or organizational documents; no required consents.

11.3 Financing. Sufficient cash, credit lines, or other immediately available funds to pay the Purchase Price.

11.4 Brokers. No brokerage fees owed.

11.5 Solvency. Immediately after Closing, Buyer will be solvent.

11.6 Survival. Representations survive for [____] months.

12. PRE-CLOSING COVENANTS — INCLUDING NY WARN ACT

12.1 Ordinary Course. From the Effective Date through Closing, Seller shall operate the Business in the ordinary course, maintain Assets in good condition, and refrain from actions that would cause any representation to be untrue.

12.2 Access. Seller shall provide Buyer reasonable access to Assets, Contracts, and records upon reasonable notice.

12.3 Confidentiality. The Parties shall maintain confidentiality of all non-public information regarding the Business and this Agreement, subject to SHIELD Act obligations for any Private Information.

12.4 Employees — NY WARN Act Compliance.

(a) NY Mini-WARN Act (Lab. Law Art. 25-A). If the Transaction will result in a "mass layoff," "plant closing," or "relocation" (as defined in Lab. Law § 860-a), Seller shall provide at least ninety (90) days' advance written notice to affected employees and the NY Department of Labor. New York's WARN Act is more protective than the federal WARN Act (29 U.S.C. § 2101 et seq.), applying to employers with 50 or more employees (compared to 100 federal).

(b) Employee Transition. Buyer may, but is not obligated to, offer employment to any Seller employee. Seller remains responsible for all pre-Closing employment liabilities, including accrued wages, benefits, and any NY WARN Act penalties.

(c) Severance. If Seller fails to provide the required NY WARN Act notice, Seller shall pay sixty (60) days' back pay and benefits to each affected employee, plus a civil penalty of $500 per employee per day of violation (Lab. Law § 860-e).

12.5 Bulk Sale Compliance. Seller shall cooperate with Buyer in completing all bulk sale requirements under Section 8.

12.6 Required Approvals. Seller shall use commercially reasonable efforts to obtain all consents and approvals listed on Schedule 10.3, including any required under N.Y. Bus. Corp. Law § 909.

12.7 Further Assurances. Each Party shall execute additional documents reasonably necessary to consummate the Transactions.

13. CONDITIONS PRECEDENT

13.1 Buyer's Conditions. Buyer's obligation to close is conditioned on:

(a) Seller's representations being true and correct in all material respects;
(b) Seller having performed all covenants;
(c) Receipt of all required consents (Schedule 13.1(c));
(d) No injunction prohibiting Closing;
(e) Completion of NY bulk sale compliance under Section 8, including filing of Form AU-196.10 and receipt of Tax Department response (or expiration of the statutory response period); and
(f) Receipt of shareholder/member approval under Bus. Corp. Law § 909 (if applicable).

13.2 Seller's Conditions. Seller's obligation to close is conditioned on:

(a) Buyer's representations being true and correct;
(b) Buyer having performed all covenants; and
(c) No injunction prohibiting Closing.

14. POST-CLOSING ADJUSTMENTS

14.1 Closing Balance Sheet. Within sixty (60) days after Closing, Buyer shall deliver to Seller an unaudited balance sheet of the Business as of the Closing Date (the "Closing Balance Sheet").

14.2 Dispute Resolution. If Seller disagrees, Seller shall notify Buyer within thirty (30) days. The Parties shall attempt resolution; failing which, either Party may submit to [________________________________] (independent accounting firm) for binding resolution.

14.3 Payment of Adjustment. Adjustments owed shall be paid within five (5) Business Days of final determination, plus interest at [____]% per annum (not exceeding the GOL § 5-501 usury cap).

15. INDEMNIFICATION — BASKET, CAP, AND NY PREJUDGMENT INTEREST

15.1 Seller Indemnification. Subject to this Section 15, Seller shall indemnify Buyer and its Affiliates, directors, officers, employees, and agents from Losses arising from:

(a) Breach of any Seller representation or warranty;
(b) Breach of any Seller covenant;
(c) Excluded Liabilities;
(d) Failure to comply with NY bulk sale requirements (UCC Art. 6 / Tax Law § 1141(c)); and
(e) Pre-Closing violations of the SHIELD Act (GBL §§ 899-aa/899-bb).

15.2 Buyer Indemnification. Buyer shall indemnify Seller from Losses arising from:

(a) Breach of any Buyer representation or warranty;
(b) Breach of any Buyer covenant; and
(c) Assumed Liabilities.

"Losses" means all losses, damages, liabilities, costs, expenses, fines, penalties, and reasonable attorneys' fees.

15.3 Exclusive Remedy. Except for fraud or willful misconduct, indemnification under this Section 15 is the exclusive post-Closing remedy.

15.4 Basket and Cap.

(a) Basket. Seller is not liable under Section 15.1(a) until aggregate Losses exceed $[________________________________] (the "Basket"), then Seller is liable for all Losses exceeding the Basket.

(b) Cap. Seller's aggregate liability under Section 15.1(a) shall not exceed $[________________________________] (the "Cap").

(c) Exclusions from Basket/Cap. The Basket and Cap do not apply to: (i) Fundamental Representations; (ii) covenant breaches; (iii) Excluded Liabilities; (iv) bulk sale non-compliance; or (v) fraud or willful misconduct.

15.5 Indemnification Procedures.

(a) Claim Notice. The Indemnified Party shall promptly notify the Indemnifying Party. Failure does not relieve the Indemnifying Party except to the extent prejudiced.

(b) Third-Party Claims. The Indemnifying Party may assume defense with counsel reasonably acceptable to the Indemnified Party.

(c) Cooperation. The Indemnified Party shall cooperate and provide records as reasonably requested.

(d) Settlements. No settlement without Indemnified Party's consent (not unreasonably withheld).

15.6 NY Prejudgment Interest. Under CPLR §§ 5001 and 5004, any indemnification judgment includes prejudgment interest at 9% per annum from the earliest ascertainable date of the cause of action.

15.7 Tax Treatment. Indemnity payments are adjustments to the Purchase Price for Tax purposes unless otherwise required by Law.

16. LIMITATION OF LIABILITY

16.1 Consequential Damages. Except for fraud, willful misconduct, or Section 15 indemnification claims, neither Party is liable for punitive, special, or consequential damages, including lost profits.

16.2 Allocation of Risk. These limitations reflect the negotiated allocation of risk and are enforceable to the fullest extent permitted by New York law.

17. TERMINATION

17.1 Termination Events. This Agreement may be terminated before Closing:

(a) By mutual written consent;
(b) By either Party if Closing has not occurred by [__/__/____] (the "Outside Date"), provided the terminating Party is not in breach;
(c) By Buyer if any condition in Section 13.1 becomes incapable of fulfillment;
(d) By Seller if any condition in Section 13.2 becomes incapable of fulfillment; or
(e) By Buyer if the NY Tax Department identifies material outstanding tax liabilities under Tax Law § 1141(c) that Seller is unable or unwilling to resolve.

17.2 Effect. Upon termination, this Agreement is void except Sections 12.3 (Confidentiality), 17.2, 19, and 20 survive.

17.3 Deposit. If terminated due to Seller's breach, the Deposit is returned to Buyer. If terminated due to Buyer's breach, the Deposit is released to Seller as liquidated damages.

18. NON-COMPETITION — NY BDO SEIDMAN STANDARDS

18.1 Seller Non-Compete. For [____] years after Closing, Seller shall not:

(a) Engage in any business that competes with the Business within [________________________________] (the "Restricted Territory"); or
(b) Solicit or hire any employee of Buyer who was employed by Seller on the Closing Date.

18.2 NY Enforceability Standards.

(a) BDO Seidman Test. The Parties acknowledge that under BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999), restrictive covenants are enforceable only if: (i) no greater than required to protect the legitimate interest of the enforcing party; (ii) not imposing undue hardship on the restricted party; and (iii) not injurious to the public.

(b) Sale-of-Business Context. New York courts apply the BDO Seidman test with greater deference in the sale-of-business context (as opposed to employment), recognizing the seller's receipt of consideration for the goodwill of the business. See Mohawk Maint. Co. v. Kessler, 52 N.Y.2d 276 (1981).

(c) Pending Legislation. S.4641-A (2025 Session) would restrict non-competes in the employment context but generally exempts covenants entered into in connection with the sale of a business. Counsel should verify the current status.

(d) Blue Pencil. If any restriction is held overbroad, a New York court may blue-pencil the provision to the extent necessary for enforcement, rather than voiding it entirely.

18.3 Acknowledgment. Seller acknowledges that the restrictions in this Section 18 are reasonable in scope, geography, and duration, and that Buyer would not have entered into this Agreement without them.

19. DISPUTE RESOLUTION — NY FORUM AND GOVERNING LAW

19.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles.

NY Practice Note — GOL § 5-1401: If the Purchase Price exceeds $250,000, this provision is enforceable even absent a connection to New York.

19.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of:

(a) The New York Supreme Court, Commercial Division (22 N.Y.C.R.R. § 202.70), in the County of [________________________________]; or
(b) The United States District Court for the [________________________________] District of New York.

NY Practice Note — GOL § 5-1402: If the Purchase Price exceeds $1,000,000, this clause bars forum non conveniens dismissal.

19.3 Arbitration (Optional).

☐ (If elected) Disputes shall be resolved by binding arbitration administered by [________________________________] under its Commercial Arbitration Rules, seated in [________________________________], New York. Judgment on the award may be entered in any court of competent jurisdiction.

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

19.5 Equitable Relief. Each Party may seek injunctive relief, specific performance, or other equitable relief in the Commercial Division or federal court without posting bond, to the extent permitted by law.

19.6 Attorneys' Fees. The prevailing Party in any enforcement action recovers reasonable attorneys' fees and costs.

19.7 Statute of Limitations. Claims under this Agreement are subject to CPLR § 213(2) (six years for breach of contract). Claims for fraud are subject to CPLR § 213(8) (six years from the fraud or two years from discovery).

20. GENERAL PROVISIONS (NY-SPECIFIC)

20.1 No Oral Modification — GOL § 15-301. This Agreement may not be changed orally. Pursuant to GOL § 15-301, no amendment, modification, or waiver is effective unless in writing and signed by the Party against whom enforcement is sought.

20.2 Notices. All notices shall be in writing, delivered by: (a) personal delivery; (b) nationally recognized overnight courier; or (c) certified mail, return receipt requested, addressed as on Schedule 20.2 or as updated in writing. Notice is effective upon receipt.

20.3 Assignment. Neither Party may assign without prior written consent, except Buyer may assign to an Affiliate or financing source, provided Buyer remains liable.

20.4 Successors and Assigns. Binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

20.5 Severability. Invalid provisions are reformed to the minimum extent necessary; remaining provisions remain in force.

20.6 Entire Agreement. This Agreement, together with Schedules and Exhibits, is the entire agreement, superseding all prior agreements.

20.7 Electronic Signatures — ESRA. This Agreement may be executed by electronic signature under ESRA (N.Y. State Tech. Law Art. 3, §§ 301–309). Electronic signatures have the same legal effect as ink signatures.

NY Practice Note: New York did NOT adopt UETA. ESRA is New York's unique e-signature law. Ensure the e-signature platform complies with ESRA and 9 N.Y.C.R.R. Part 540.

20.8 Counterparts. May be executed in counterparts, each deemed an original.

20.9 Construction. Headings are for convenience. "Including" means "including without limitation."

20.10 Foreign Entity Authorization. Any foreign entity party doing business in New York represents it is duly authorized under N.Y. Bus. Corp. Law § 1304 or applicable formation statute and has filed required applications with the NY Secretary of State.

21. EXECUTION BLOCK

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

SELLER:

Entity: [________________________________]

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

BUYER:

Entity: [________________________________]

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

22. LIST OF SCHEDULES AND EXHIBITS

Schedules:
- Schedule 4.1(d) — Assigned Contracts
- Schedule 4.1(f) — Transferred Permits
- Schedule 5 — Excluded Assets
- Schedule 6.1 — Assumed Liabilities
- Schedule 7.1(c) — Earn-Out Terms
- Schedule 10.2 — Permitted Liens
- Schedule 10.3 — Required Consents
- Schedule 10.7 — Intellectual Property (including NY State Registrations)
- Schedule 10.9 — Litigation
- Schedule 10.11 — Employees
- Schedule 13.1(c) — Buyer Required Consents
- Schedule 20.2 — Notice Addresses

Exhibits:
- Exhibit A — Escrow Agreement
- Exhibit B — Bill of Sale
- Exhibit C — Assignment and Assumption Agreement
- Exhibit D — IP Assignment (including GBL Art. 24 Trademark Assignment)
- Exhibit E — Form AU-196.10 (NY Bulk Sale Tax Notification)
- Exhibit F — Non-Competition Agreement (if separate from Section 18)

SOURCES AND REFERENCES

• N.Y. U.C.C. Art. 6 — Bulk Transfers (NY Retained)
• N.Y. U.C.C. Art. 2 — Sales of Goods
• N.Y. Tax Law § 1141(c) — Bulk Sale Tax Notification
• N.Y. Tax Law Art. 28 — Sales and Use Taxes
• N.Y. Bus. Corp. Law § 909 — Sale of All/Substantially All Assets
• N.Y. Lab. Law Art. 25-A — NY WARN Act
• N.Y. Gen. Oblig. Law § 5-1401 — Choice of Law ($250K+)
• N.Y. Gen. Oblig. Law § 5-1402 — Choice of Forum ($1M+)
• N.Y. Gen. Oblig. Law § 5-501 — Usury Cap
• N.Y. Gen. Oblig. Law § 15-301 — No Oral Modification
• N.Y. Gen. Bus. Law §§ 349–350 — Consumer Protection
• N.Y. Gen. Bus. Law §§ 899-aa, 899-bb — SHIELD Act
• N.Y. C.P.L.R. § 213 — Six-Year SOL
• N.Y. C.P.L.R. §§ 5001, 5004 — Prejudgment Interest (9%)
• N.Y. State Tech. Law Art. 3 — ESRA
• 22 N.Y.C.R.R. § 202.70 — Commercial Division Rules
• BDO Seidman v. Hirshberg, 93 N.Y.2d 382 (1999) — Non-Compete Test
• Mohawk Maint. Co. v. Kessler, 52 N.Y.2d 276 (1981) — Sale-of-Business Non-Compete Deference
• S.4641-A (2025 NY Senate) — Non-Compete Legislation
• I.R.C. § 1060 — Purchase Price Allocation

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