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In fact, many people refer to the document as a 'bill of sale contract'. 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. ASSET PURCHASE AGREEMENT Dated as of _____, 2015 by and among Renault Winery, Inc., Tuscany House LLC, Renault Golf, LLC, Renault Winery Properties, LLC, and Renault Realty Co., LLC AS SELLERS AND _____ AS PURCHASER EXHIBITS: Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Bill of Sale Exhibit C List of Proposed Assumed Contracts Exhibit D Form of Sale Order . The bill of sale touches on physical tangible assets which are private in nature. The following are some of the key terms and provisions found in APAs. The conditional bill of sale allows the seller to acquire control of some form of collateral and retain the asset until such time as the buyer fully renders the agreed upon payment for the purchased item. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. Capitalization. Seller's execution of a Warranty Deed and Bill of Sale to the Assets to be identified in Exhibit "A" attached hereto shall be deemed to constitute an acknowledgment that the representations and warranties contained in this Paragraph 9(b) are true, correct, valid and enforceable as of the Closing Date. The Seller provides no express or implied warranty, indemnification, or guarantee to any of its customers at any time in excess of the warranty provided by the applicable product manufacturer.Each product sold or service rendered by the Seller is and has been sold or rendered, as applicable, in conformity with all applicable contractual commitments and all express and implied warranties, and the Seller does not have any liability (and there is no basis for any present or future proceeding) for replacement or repair thereof or other damages, liabilities, or obligations in connection therewith. 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. A purchase or sale agreement will not do you much. This is one of the most simple and sober Bill of Sale for fixed assets like Real estate. Asset purchase agreements are a flexible instrument used by companies to take possession of key assets of other businesses. The form provides that the buyer will acquire the seller’s trade names and telephone numbers. b) all accounts receivable of the Seller outstanding at the Effective Time; and, “Assumed Contracts” means the following contracts: _____, Furniture Fixtures and Equipment $_____ By sophia | Published: December 4, 2020. ASSET PURCHASE AGREEMENT ANDBILL OF SALE . 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. There are other considerations, including tax considerations, to attend to in opting for a merger instead of a stock sale and any party to a potential M&A transaction should discuss these with its legal and tax advisors. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. In a stock deal, instead of choosing specific assets and liabilities to acquire, the buyer purchases an ownership stake in the entire business. Bill Of Sale: A document that details in writing a sale of goods or transfer of property from one party to another. Payment Mode:The Buyer agrees to pay 1201 (US Dollars) to the Seller. It also ensures the sale is conducted fairly and legally. Typically, the buyer will want the asset purchase agreement to provide that the buyer disclaims any obligations other than those liabilities that are expressly assumed. A bill of sale is a legal document that records the transfer of ownership of an asset to a second party in exchange for money. The Summit This agreement may not be modified or amended except by a writing signed by the parties. It only expresses an intention to purchase the listed stocks but is not legally binding. 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. It is different from a stock purchase agreement (SPA) where company shares, including title to the assets and liabilities, are being bought/sold. The purchased assets often encompass all or substantially all of the assets of the company; other times, the transferred assets include only those used in a specific division or certain selected assets of the company. A simple asset sales agreement is used when finishing a transaction where the assets of the company are sold to a buyer. No Other Assumption of Liabilities. Whether you`re buying raw materials or a company car or selling office furniture in a B2B deal, paperwork can include a sales contract, a sales bill and an invoice. Agreement of Purchase and Sale of Business Assets Page 4 of 5 6. In an asset deal, typically the buyer will assume only certain specified liabilities of the business from the selling company. “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; c) fixtures and furniture 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. An asset purchase agreement (APA) is a definitive agreement that finalizes all terms and conditions related to the purchase and sale of a company's assets. ________________________________________. Legality These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate. 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. Your expertise and knowledge this document, including the improved real property is $ 6.... Titles to transfer the assets or just a portion of them associated with a private sale a material part this! 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