Purchase Agreement Template 01
Purchase Agreement Template 01
This Purchase Agreement is entered into on _____, 20__, between _____, a [STATE]
[CORPORATION/LIMITED LIABILITY COMPANY] (the “Buyer”), and _____, a [STATE]
[CORPORATION/LIMITED LIABILITY COMPANY] (the “Seller”), which is owned by
_____ (the “Owner”).
The Seller owns and operates a _____ business known as _____ located at _____ (the
“Business”).
The Seller has agreed to sell and the Buyer has agreed to purchase the Purchased Assets
(as defined below).
The Owner owns 100% of the outstanding equity of the Seller and has agreed to join in
this agreement for the purpose of making certain representations and agreements.
1. Sale of the Purchased Assets; Assumption of the Assumed Contracts. Subject to the
provisions set forth in this agreement, as of midnight at the beginning of the date of this
agreement (the “Effective Time”), the Seller hereby sells, conveys, assigns, and transfers to the
Buyer the assets set forth on Schedule 1 (the “Purchased Assets”) free and clear of any and all
liens and encumbrances, and the Buyer hereby accepts the sale, conveyance, assignment, and
transfer of the Purchased Assets and assumes the Buyer’s obligations under the contracts listed
on Schedule 1 (the “Assumed Contracts”).
2. No Other Assumption of Liabilities. Except for the Assumed Contracts, the Buyer does
not assume any obligation or liability of the Seller or the Owner, and the Seller or the Owner or
both, as applicable, will continue to be liable for any and all liabilities of the Seller or the Owner
or both. The Buyer does not assume any liability under the Assumed Contracts arising before the
Effective Time. The Seller will not be responsible for any liability that arises from the Buyer’s
operation of the Business after the Effective Time.
3. Purchase Price. The purchase price is $____ (the “Purchase Price”). The parties agree
to allocate the Purchase Price among the Purchased Assets for all purposes (including tax
purposes) in accordance with the allocation schedule attached to this agreement as Schedule 3.
The Buyer shall pay the Purchase Price as follows:
(1) $_____ deposit, which has already been paid, will be credited to the Buyer.
4. Representations and Warranties. The Seller and the Owner, jointly and severally,
represent and warrant to the Buyer that all of the representations and warranties set forth on
Schedule 4 are true and correct in all respects as of the date of this agreement.
5. Covenant Not to Compete; Nonsolicitation; Confidentiality. As further consideration
for the Purchase Price, the Seller and the Owner each agree to abide by the noncompetition,
nonsolicitation, and confidentiality obligations set forth on Schedule 5.
6. Proration of Expenses. Any costs associated with operating the Business in the
ordinary course, including but not limited to payroll expenses and utility or similar charges,
payable with respect to the period in which the Effective Time falls will be prorated based on the
actual number of days applicable to the pre-Effective Time and post-Effective Time occupancy
and use. The Seller will be liable for the prorated amount of all such expenses during the period
through the Effective Time, and the Buyer will be liable for the prorated amount of all such
expenses during the period after the Effective Time.
8. Further Actions. At any time and from time to time after the date of this agreement: (1)
the Seller shall execute and deliver or cause to be executed and delivered to the Buyer such other
instruments and take such other action, all as the Buyer may reasonably request, in order to carry
out the intent and purpose of this agreement; and (2) the Buyer shall execute and deliver or cause
to be executed and delivered to the Seller such other instruments and take such other action, all
as the Seller may reasonably request, in order to carry out the intent and purpose of this
agreement.
9. Governing Law; Venue. This agreement and the transactions contemplated hereby will
be construed in accordance with and governed by the internal laws (without reference to choice
or conflict of laws principles) of the State of Missouri. Any suit, action, or other proceeding
brought against any of the parties to this agreement or any dispute arising out of this agreement
or the transactions contemplated hereby must be brought either in the courts sitting in _____
County, _____, or in the United States District Court for the District of _____ and by its
execution and delivery of this agreement, each party accepts the jurisdiction of such courts and
waives any objections based on personal jurisdiction or venue.
10. Assignment. No party may assign either this agreement or any of its rights, interests,
or obligations hereunder without the prior written approval of each other party, except that the
Buyer may assign any or all of its rights under this agreement, in whole or in part, without
obtaining the consent or approval of any other party, (1) to any current or future affiliate of the
Buyer, (2) to any entity into which the Buyer may be merged or consolidated, (3) in connection
with any acquisition, restructuring, merger, conversion, or consolidation to which the Buyer may
be a party, or (4) to a lender to the Buyer or its affiliates as collateral security for current or
future obligations owed by the Buyer or its affiliates to the lender.
11. Notices. All notices and other communications under this agreement must be in
writing and given by first class mail, return receipt requested, nationally recognized overnight
delivery service, such as Federal Express, or personal delivery against receipt to the party to
whom it is given, in each case, at the party’s address set forth in this section 11 or such other
address as the party may hereafter specify by notice to the other parties given in accordance with
this section. Any such notice or other communication will be deemed to have been given as of
the date the applicable delivery receipt for such communication is executed as received or in the
case of mail, three days after it is mailed.
_____
Attention: _____
_____
_____
Attention: _____
12. Miscellaneous. This agreement contains the entire agreement between the parties with
respect to the subject matter hereof and all prior negotiations, writings, and understandings
relating to the subject matter of this agreement are merged in and are superseded and canceled
by, this agreement. This agreement may not be modified or amended except by a writing signed
by the parties. This agreement is not intended to confer upon any person or entity not a party (or
their successors and permitted assigns) any rights or remedies hereunder. This agreement may be
signed in any number of counterparts, each of which will be an original with the same effect as if
the signatures were upon the same instrument, and it may be signed electronically. The captions
in this agreement are included for convenience of reference only and will be ignored in the
construction or interpretation hereof. If any date provided for in this agreement falls on a day
which is not a business day, the date provided for will be deemed to refer to the next business
day. Any provision in this agreement that is held to be invalid, illegal, or unenforceable in any
respect by a court of competent jurisdiction will be ineffective only to the extent of such
invalidity, illegality, or unenforceability without affecting in any way the remaining provisions
hereof; provided, however, that the parties will attempt in good faith to reform this agreement in
a manner consistent with the intent of any such ineffective provision for the purpose of carrying
out such intent. The Exhibits and Schedules to this agreement are a material part of this
agreement and are incorporated by reference herein.
Each of the undersigned has caused this bill of sale and assignment and assumption
agreement to be duly executed and delivered as of the date first written above.
BUYER:
_____
By:
Name:
Title:
SELLER:
_____
By:
Name:
Title:
OWNER:
________________________________________
_____
Schedule 1
Purchased Assets
“Purchased Assets” means all of the assets of the Seller used or useful in the operation of the
Business, including the following assets, but specifically excluding the Excluded Assets:
a) all books, records, mailing lists, customer lists, advertising and promotional
materials, equipment maintenance records, and all other documents used by the Seller in the
Business (whether in hard copy or electronic form);
b) all computers and related software, websites, office equipment, and office
supplies used by the Seller in the Business;
d) phone system and any other technological equipment used by the Business;
e) the trade name “_____” and associated goodwill and all copyrights, patents,
trademarks, trade secrets, and other intellectual property and associated goodwill;
g) the internet domain name www._____.com and all variants owned by the Seller
and/or used in the Business;
h) all social media accounts, including, without limitation Facebook, Google Plus,
LinkedIn, Twitter and YouTube accounts, used in the Business; and
i) the “Inventory,” as set forth on Exhibit A to this Schedule 1, all of which must
be new re-sellable quality and not old stock, discontinued, or outdated materials. The Inventory
will be determined by a physical count performed within five days before the Effective Time.
The Buyer shall purchase Inventory in the amount of $_____ at Seller’s cost. If the actual
amount is more or less, then the Purchase Price will be adjusted accordingly; however, the Buyer
will not be required to purchase Inventory valued in excess of $_____.
b) all accounts receivable of the Seller outstanding at the Effective Time; and
c) _____.
Exhibit A to Schedule 1
Inventory
[See attached.]
Schedule 3
Inventory $_____
Goodwill $_____
Schedule 4
1. Capitalization. The only equity owner of the Seller is the Owner and no person has
any existing right to purchase any equity of the Seller.
2. Consents. The Seller is not required to obtain the consent of any party to a contract or
any governmental entity in connection with the execution, delivery, or performance by it of this
agreement or the consummation of the transactions contemplated in this agreement.
3. Compliance with Laws. With respect to the operation of the Business by the Seller
before the Effective Time, the Seller and its employees and officers are and at all times have
been in compliance in all material respects with each law applicable to the Seller or to the
operation of the Business.
4. Taxes. The Seller has, in respect of the Business, filed all tax returns that are required
to be filed and has paid all taxes that have become due under the tax returns or under any
assessment that has become payable or for which the Buyer may otherwise have any transferee
liability. All monies required to be withheld by the Seller from employees for income taxes and
social security and other payroll taxes have been collected or withheld and either paid to the
respective governmental bodies or set aside in accounts for such purpose.
7. Title; Condition of Purchased Assets. The Seller has good and marketable title to all
of the Purchased Assets free and clear of all liens and encumbrances. Pursuant to this agreement,
the Seller conveys to the Buyer good and marketable title to all of the Purchased Assets, free and
clear of all liens and encumbrances. The Inventory is salable in the ordinary course of business
and consists of items that are current, standard, and first-quality. All equipment and signs are in
working order and the premises will pass all inspections necessary to conduct the Business.
Schedule 5
1. The Seller and the Owner each covenants and agrees that neither the Seller nor the
Owner will: (1) for a period of ___ years following the Effective Time own, manage, or be
employed by (whether as an employee or independent contractor) a competing business within
___ miles of the Business; (2) or for a period of ___ years following the Effective Date recruit or
employ (whether as an employee or independent contractor) any of the Business’s current
employees or independent contractors.
2. The Seller and the Owner shall hold the Confidential Information in confidence and
shall not use the Confidential Information for any purpose other than in furtherance of the
Buyer’s operation of the Business without the Buyer’s express written consent. The Seller and
the Owner recognize that Confidential Information involves one of the Buyer’s valuable and
unique assets. “Confidential Information” means information directly or indirectly involving
the Business that is not available or open to the public generally.
3. The Seller and the Owner each has carefully read and considered the provisions of this
Schedule 5 and, having done so, agrees that the restrictions set forth herein are fair and
reasonable given the terms and conditions of this agreement, the nature of the Seller’s and its
affiliates’ business, the area in which the Seller and its affiliates market their products and
services, and the consideration being provided pursuant to this agreement. In addition, the Seller
and the Owner each specifically agrees that the length, scope, and definitions used in the
covenant not to compete and other restrictions set forth in this Schedule 5 are fair and
reasonable.
4. The Seller and the Owner each acknowledges and agrees that its breach of any of the
agreements in this Schedule 5 would result in irreparable damage and continuing injury to the
Buyer. Therefore, in the event of any breach or threatened breach of such agreements, the Seller
and the Owner each agrees that the Buyer will be entitled to an injunction from any court of
competent jurisdiction enjoining such person or entity from committing any violation or
threatened violation of those agreements.