An assets acquisition agreement between a Buyer and a Seller. This relates to the transfer of existing / used assets (e.g. equipment but not real property). This agreement is drafted in Neutral Form.
The Seller wishes to sell and the Buyer to buy certain assets more particularly described in Schedule 1 (the "Assets"), upon the terms and subject to the conditions set out below.
The Seller agrees to sell and the Buyer agrees to purchase an undivided <? echo $PROPORTION; ?>% share of rights and title to the Assets. The detailed description of the Assets is contained in Schedule 1 to this Agreement.
The Seller agrees to sell and the Buyer agrees to purchase all rights and title to the Assets. The detailed description of the Assets is contained in Schedule 1 to this Agreement.
The Parties agree that the Assets have a total value of [amount]. The purchase price payable by the Buyer to the Seller pursuant to this clause 2. shall be paid in cash on Transfer.
The Buyer shall, within [time] days upon Transfer, pay this price by telegraphic transfer to Seller's bank account at:
The Buyer shall, upon Transfer, immediately pay this price by telegraphic transfer to Seller's bank account at:
The Buyer shall take good title to the Assets and not in any way be liable or responsible for the following liabilities or obligations of Seller with respect to the Assets incurred in or relating to the period prior to the Transfer Date, which liabilities remain the responsibility of Seller:
(1) liabilities for income, value added or any other tax or penalties related to the Assets;
(2) liabilities with respect to environmental and health matters, including liabilities arising out of or resulting from (a) prior activities relating to the Assets, and (b) any activities conducted by anyone prior to the Transfer Date relating to the Assets; and
(3) liabilities which have not been disclosed in writing to the Buyer by Seller as of the Execution Date.
This shareholders' agreement should be carefully read by the Seller and Buyer.
This shareholders' agreement may be used when three parties enter into a shareholders agreement upon the establishment of a Joint Venture Company.
All three parties should sign and return a copy, and once signed, all parties should get a copy.
To avoid any future disputes, all parties may wish to have their signatures witnessed.
If any of the parties wish to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.
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4. Please get all parties to review the document carefully and make any final modifications to ensure that the details are correct before signing the document. Each party should have a copy of the executed document.