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Asset Purchase Agreement

Introduction
Definitions
Purchase and Sale of Assets
Representations and Warranties
Covenants
Closing
Representations and Warranties Survival
Indemnification
Termination
Governing Law and Dispute Resolution
Entire Agreement
Notices
Severability
Waiver
Binding Effect
Confidentiality
Miscellaneous

Introduction

This Asset Purchase Agreement (the "Agreement") is made and entered into as of [DATE], by and between [SELLER NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (the "Seller"), and [BUYER NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (the "Buyer").

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Assets" means all of the assets of the Seller, including, but not limited to, the following:
- [List of assets to be purchased]
"Closing" means the date on which the purchase and sale of the Assets shall be consummated, as set forth in Section 6 below.
"Closing Date" means the date on which the Closing occurs.
"Effective Date" means the date on which the Seller shall transfer ownership of the Assets to the Buyer, as set forth in Section 3 below.
"Purchase Price" means the sum of [AMOUNT] in [CURRENCY], payable to the Seller in accordance with the terms of this Agreement.

Purchase and Sale of Assets

Sale of Assets. The Seller agrees to sell, convey, transfer, assign, and deliver to the Buyer, and the Buyer agrees to purchase, receive, and accept from the Seller, all of the Assets, free and clear of all liens, encumbrances, and other claims, except as specifically disclosed in writing to the Buyer prior to the Closing Date.
Transfer of Ownership. The Seller shall transfer ownership of the Assets to the Buyer on the Effective Date.
Purchase Price. The Buyer shall pay the Purchase Price to the Seller on the Closing Date.

Representations and Warranties

Seller Representations and Warranties. The Seller represents and warrants to the Buyer, as of the Closing Date and as of the Effective Date, that:
- The Seller has the full right, power, and authority to enter into this Agreement and to sell, convey, transfer, assign, and deliver the Assets to the Buyer.
- The Assets are free and clear of all liens, encumbrances, and other claims, except as specifically disclosed in writing to the Buyer prior to the Closing Date.
- The Seller is in good standing under the laws of the State of [STATE].
- The Seller has complied with all applicable laws and regulations in connection with the ownership and operation of the Assets.
- The Seller has not received any notice of any pending or threatened litigation or regulatory action that could materially adversely affect the Assets.
- The Seller has not entered into any agreement or understanding that would materially adversely affect the Assets.
- The Seller has not made any material misrepresentations or omissions in connection with this Agreement.
Buyer Representations and Warranties. The Buyer represents and warrants to the Seller, as of the Closing Date and as of the Effective Date, that:
- The Buyer has the full right, power, and authority to enter into this Agreement and to purchase, receive, and accept the Assets from the Seller.
- The Buyer has the financial resources to complete the purchase of the Assets.
- The Buyer has not entered into any agreement or understanding that would materially adversely affect the Buyer's ability to complete the purchase of the Assets.

Covenants

Seller Covenants. The Seller covenants and agrees to:
- Use commercially reasonable efforts to cooperate with the Buyer in connection with the transfer of the Assets.
- Provide the Buyer with all reasonable access to the Assets and to the Seller's books and records relating to the Assets.
- Not enter into any agreement or understanding that would materially adversely affect the Assets.
- Not make any material misrepresentations or omissions in connection with this Agreement.
Buyer Covenants. The Buyer covenants and agrees to:
- Use commercially reasonable efforts to cooperate with the Seller in connection with the transfer of the Assets.
- Not disclose any confidential information of the Seller to any third party without the Seller's prior written consent.

Closing

Closing Date. The Closing shall occur on [DATE] (the "Closing Date"), or such other date as the parties may agree in writing.
Closing Conditions. The Closing shall be subject to the satisfaction of the following conditions precedent:
- The Seller shall have delivered to the Buyer all of the documents and instruments necessary to effect the transfer of the Assets to the Buyer.
- The Buyer shall have delivered to the Seller the Purchase Price.
Closing Location. The Closing shall take place at [LOCATION].

Representations and Warranties Survival

The representations and warranties made by the Seller and the Buyer in this Agreement shall survive the Closing for a period of [NUMBER] years.

Indemnification

Seller Indemnification. The Seller shall indemnify and hold harmless the Buyer, its officers, directors, employees, agents, and representatives, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Any breach of the Seller's representations and warranties in this Agreement.
- Any claim or demand made against the Buyer arising out of or relating to the Assets prior to the Closing Date.
Buyer Indemnification. The Buyer shall indemnify and hold harmless the Seller, its officers, directors, employees, agents, and representatives, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Any breach of the Buyer's representations and warranties in this Agreement.
- Any claim or demand made against the Seller arising out of or relating to the Assets after the Closing Date.

Termination

Termination by Either Party. Either party may terminate this Agreement at any time prior to the Closing Date by giving written notice to the other party.
Termination for Material Breach. This Agreement may be terminated by either party upon the occurrence of a material breach of this Agreement by the other party, provided that the breaching party shall have [NUMBER] days to cure such breach after written notice from the non-breaching party.

Governing Law and Dispute Resolution

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].
Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in [LOCATION]. The decision of the arbitrator shall be final and binding on the parties.

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier service, addressed as follows:

If to the Seller: [SELLER NAME] [ADDRESS]

If to the Buyer: [BUYER NAME] [ADDRESS]

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Confidentiality

The parties agree to hold confidential all information disclosed by the other party in connection with this Agreement, except to the extent such information is already in the public domain or is required to be disclosed by law.

Miscellaneous

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[SELLER NAME]

By: [NAME]

Title: [TITLE]

[BUYER NAME]