Business Sale Agreement Template Free Download
Business Sale Agreement Template Free Download – An asset purchase agreement or “APA” is a legal document that allows a company to sell its tangible or intangible assets to another party (the “buyer”). Common goods sold include equipment, machinery, customer lists, trademarks and patents. An asset purchase agreement can only be used to purchase non-borrowed assets from a business.
An asset purchase is the act of a buyer purchasing all or part of the assets of a business. Depending on the asset, the seller may be liable to pay ordinary income or capital gains tax depending on the assets sold.
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In an asset sale agreement, the buyer acquires only the business assets (no debt), while in a stock sale agreement, the buyer acquires ownership of the business assets and liabilities.
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In October 2015, Walgreens agreed to a stock purchase agreement with Rite Aid for $9.4 billion in cash. Under the agreement, Walgreens will own all of Rite Aid’s assets and liabilities.
However, after the FTC blocked the sale, the parties entered into an asset purchase agreement so that Walgreens could acquire only a portion of the Rite Aid stores. In June 2017, Walgreens agreed to purchase 2,186 of Rite Aid’s 4,650 stores for $5.175 billion.
The deal changed because Walgreens’ original goal was to acquire more stores. So Walgreens’ only option was to enter into an asset purchase agreement to buy only those Rite Aid stores that the FTC would allow.
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A capital gain is the gain from the sale of an asset when it is sold for a higher price than the original purchase. The IRS divides capital gains into two types: short-term and long-term (Topic #409):
II. Tangible Assets Under this contract, the buyer agrees to buy and the seller agrees to sell: (check one)
III. Intangible Assets Under this contract, the buyer agrees to buy and the seller agrees to sell: (check one)
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The tangible assets in the second section and the intangible assets in the third section are together known as “assets”.
☐ – Refunds are made during the verification period specified in Section VI or in the case of Section XVI(b).
☐ – There must be a review period. Buyer will have a period of [#] days to inspect the assets and may terminate this Agreement for any reason. Upon termination, Buyer will have no obligation to perform this Agreement and any refundable deposit must be returned to Buyer within five (5) days (the “Inspection Period”).
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☐ – Not subject to buyer financing. Buyer must provide proof of funds within [#] days of the effective date of this Agreement.
☐ – depending on the ability of the buyer to obtain financing from a third party. Buyer has [#] days to obtain such financing and provide evidence of a pre-approval letter from a reputable lender.
☐ – provided the buyer is able to receive financial funds from the seller. The buyer has [#] days to confirm with the seller.
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☐ – Require consent or approval for sale of assets: [describe third party]
X. Closing. This transaction will close on [DATE] at [TIME] ☐ AM ☐ PM or earlier at a location agreed upon by the parties. (“close”). Any extension of the closing date must be agreed upon in writing by the buyer and seller.
A) Reliability. The seller agrees to perform fiduciary duties in the best interests of the buyer during the purchase process. In no event shall the seller take any action that would impair the current value or condition of the property. This commitment will continue until the end of the work.
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B) Rights and ownership. The seller claims that it is the exclusive owner of the property with full right to sell as described in this agreement. No other person has any claim, right, title, interest or usufruct in the Property.
C) Overdue debts. Seller has no outstanding debts, liens, judgments or encumbrances directly or indirectly affecting the Assets.
F.) Insurance. If the Assets are insured, the Seller agrees to provide the Buyer with a copy of the current insurance policy, if any, within a reasonable period of time. The buyer has the right to accept the insurance policy subject to the approval of the insurer.
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F) Fine clothes. No suit, action, proceeding or investigation is pending or, to Seller’s knowledge, threatened or pending against Seller, or initiated by Seller or with respect to any Assets at law, in equity, in admiralty, or against any federal influence, no state, municipality, or other governmental department, commission, board, agency, or agency, domestic or foreign, and has no action, suit, proceeding, or investigation pending on the date prior to the enactment of this Act.
A) Execution of the agreement. Seller’s representations and warranties contained in this Agreement or in any certificate or document made pursuant to the terms of this Agreement or in connection with transactions hereunder shall be effective as of the Closing Date as if such representations and warranties were at the same time done as of such date, unless such representations and warranties are current as of such date.
B) Order. As of the Closing Date, no injunctions, injunctions, preliminary injunctions or injunctions of any nature issued by a court of competent jurisdiction shall have been issued requiring the failure to consummate the transactions contemplated hereby or any of them as contemplated. .
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C) Confirmation of the buyer. All actions, procedures, documents and records necessary for the performance of or related to this contract and other legal matters related thereto must be approved by the buyer’s counsel.
D) wounded. The Assets or any substantial part thereof shall not be affected in any way by fire, accident, flood or other casualty or natural disaster or public enemy, nor shall any substantial part of the Purchased Assets be affected. have been stolen, seized by eminent domain, or subject to condemnation. If closing hereunder occurs notwithstanding such loss as a result of Buyer’s waiver of this condition, Seller shall distribute or transfer the proceeds of any insurance or any condemnation proceeds with respect to any loss of Assets that occurs. Buyer pays. After date here
D.) Unfavorable changes. There shall be no Material Adverse Change in the Assets between the date of this Agreement and the Closing Date.
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14th compensation to the seller. Seller agrees to jointly and severally indemnify and hold Buyer harmless from any claims of any nature, including, without limitation:
B) tax. Claims that may subsequently be subject to federal and state taxes, including but not limited to sales tax, franchise tax, unemployment tax, social security tax, excise tax and any other tax of any nature. or a form that stems from the buyer’s end and grows to the point of closing.
XV. Access to information: After entering into this contract, the buyer must have full access to all information related to the assets. The buyer is obliged to maintain the confidentiality of the information received by him and undertakes not to pass it on to third parties (third parties) unless the seller gives written consent.
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Title At closing, a promissory note will be issued that will convey all of the property described in this contract and will be free of any encumbrances. The seller must put all certificates and rights related to the transfer of assets in the name of the buyer or in the name proposed by the buyer.
B) Period until closing. Until Closing, Seller assumes all risk of loss, damage or destruction of the assets covered by this Agreement until Closing. If the Assets are damaged or destroyed prior to Closing and their value is affected, Seller agrees to negotiate in good faith for a reasonable reduction in the Purchase Price due to such loss. The parties will have [#] days to negotiate the loss of value or this Agreement will be void with a refund of any deposit made by Buyer.
XVII. Return of materials. Any information received by the buyer from the seller will be returned if the closing does not occur.
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Eighteenth Confidentiality All negotiations relating to the property between the buyer and the seller shall be confidential and shall not be disclosed to anyone other than the respective advisors and internal employees of the parties and necessary third parties. No press or other public publication shall be made to the general public regarding the Assets without mutual consent or as required by law and only with prior written notice to the other party, unless otherwise permitted.
19th Governing Law. This Agreement is governed by [Governing Law] state law.
XX Severability If any provision or condition of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected in any way.
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