ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT (the "Agreement") dated as of _________, between
_________, a corporation (the "Purchaser"), and _________, a _________ corporation (the
WHEREAS, the Seller desires to sell and the Purchaser desires to purchase certain assets,
properties, and rights of the Seller;
NOW, THEREFORE, in consideration of the covenants, agreements, representations, and
warranties contained in this Agreement, the parties hereto hereby agree as follows:
PURCHASE AND SALE OF ASSETS; PURCHASE PRICE; CLOSING
1.1. Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, on the
Closing Date (as defined herein) the Seller shall sell, transfer, convey, assign, and deliver to the
Purchaser, and the Purchaser shall purchase, acquire, and accept from the Seller, the following
assets (the "Transferred Assets"):
(a) All of the Seller's right, title, and interest in and to _________[such rights hereinafter
referred to as the "Trade Name"]; and _________.
1.2. Excluded Assets. Notwithstanding any other provision of this Agreement, the Seller shall
retain and shall not transfer to Purchaser _________.
1.3. No Assumption of Liabilities or Obligations. Notwithstanding anything to the contrary in
this Agreement, the Purchaser shall not assume any liabilities or obligations of the Seller and
nothing herein shall be construed as imposing any liability or obligation upon the Purchaser other
than those specifically provided for herein.
1.4. Purchase Price.
(a) Purchase Price. The aggregate consideration for the Transferred Assets shall be
_________[the "Purchase Price"] payable to the Seller by the Purchaser as described in Section
(b) Payment. At the Closing, the Purchaser shall pay and deliver to the Seller _____ Dollars
($_____) in immediately available funds to the Seller's bank account, as previously instructed to the
Purchaser by the Seller i