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The Assets Acquisition Agreement is a document that outlines the terms and conditions for the sale and purchase of certain assets between the Seller and the Buyer. The document begins with a detailed introduction, highlighting the importance of the agreement. It then provides a section for definitions, explaining the meanings of various terms used throughout the agreement. The document also includes a section on the transfer of assets, specifying whether the Buyer is purchasing a percentage share or all rights and title to the assets. The value of the assets and the purchase price are also clearly stated. The agreement further addresses the non-assumption of liabilities by the Buyer, ensuring that the Seller remains responsible for any liabilities or obligations incurred prior to the transfer date. Both parties provide representations and warranties, assuring each other of their legal rights, authority, and ownership of the assets. The document also includes provisions for remedies in case of breach of warranties, as well as the completion process, including the delivery of assets and necessary documentation. It addresses the payment of value added tax and sales tax, as well as limitations on claims and costs. The agreement concludes with clauses on severability, counterparts, notices and service, non-assignment, variation, and the governing law and jurisdiction. The document is comprehensive and covers all aspects of the sale and purchase of assets, ensuring clarity and protection for both parties involved.
To use the Assets Acquisition Agreement, follow these steps:
1. Review the agreement: Familiarize yourself with the entire document to understand its purpose and provisions.
2. Fill in the parties' information: Enter the names and principal places of business of the Seller and the Buyer in the agreement.
3. Describe the assets: Provide a detailed description of the assets being sold, including any technical documentation or certificates related to the assets.
4. Specify the purchase price: Clearly state the agreed value of the assets and the purchase price to be paid by the Buyer.
5. Address liabilities: Clarify that the Buyer will not assume any liabilities or obligations of the Seller relating to the assets prior to the transfer date.
6. Provide representations and warranties: Both parties should provide assurances regarding their legal rights, authority, and ownership of the assets.
7. Determine remedies: Establish the options for the Buyer in case of breach of warranties by the Seller, including the demand for damages.
8. Arrange completion: Agree on the date and location for the transfer of assets, including the delivery of all necessary documentation.
9. Consider tax obligations: Determine who will be responsible for paying any local value added tax or sales tax associated with the transfer of assets.
10. Limit claims: Establish the time limits and thresholds for making claims against the Seller, including the requirement for written notice.
11. Understand costs: Each party should be aware of their own costs incurred during the negotiation, preparation, and implementation of the agreement.
12. Ensure validity: Confirm that the agreement is valid and enforceable, and that any invalid or unenforceable provisions are replaced with valid ones.
13. Exchange notices: Provide written notices to each other in accordance with the agreed methods of service.
14. Prohibit assignment: Ensure that neither party can assign or transfer their rights under the agreement without the other party's written consent.
15. Allow for variations: Any changes to the agreement must be in writing and signed by both parties.
16. Protect third parties: Clarify that only the parties to the agreement have the right to enforce its terms.
17. Determine jurisdiction: Agree on the governing law and jurisdiction for any disputes arising from the agreement.
By following these steps, both the Seller and the Buyer can effectively use the Assets Acquisition Agreement to facilitate the sale and purchase of assets while protecting their rights and interests.