In any asset transfer agreement, including a simple one, it is essential to provide the full names and contact details of both parties. If a corporation is involved, its specific details must be included as well.
This agreement, effective as of effective date, is made and entered into by and between [Sender.Company] , a company organized and existing in [Sender.State] , with offices located at [Sender.StreetAddress] , and [Client.Company] in [Client.State] , with a registered address located at [Client.StreetAddress] (hereinafter the “Seller”).
Use [Product Description] to specify the asset that is being sold. You will be able to describe the asset and its condition later in the agreement.
[Sender.Company] is the current owner of product description. [Client.Company] (hereinafter the “Buyer”) wishes to purchase from [Sender.Company] and [Sender.Company] wishes to sell to [Client.Company] such product(s) solely upon the terms and conditions contained in this Agreement and on no other terms, unless agreed upon by both [Client.Company] and [Sender.Company] .
In consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
Outline the total amount for the asset purchase and state how the payments will be made (once-off or installments). Include any interest or additional fees and other information pertinent to the price.
[Client.Company] shall pay the [Sender.Company] as the purchase price for the foregoing the sum of number of dollars. The total purchase price shall be payable in cash at closing.
Prices and payments will be in the United States dollars, and payment shall be made in the United States currency.
For [Client.Company] , the closing of this Agreement is contingent upon [Client.Company] ‘s obtaining a firm commitment for a loan of at least number of dollars payable with interest not to exceed interest and payable over a number of years period and otherwise on terms customarily required by the lender for commercial loans.
In the event payments are not made in a timely manner, [Sender.Company] may, in addition to all other remedies provided at law, either:
(1) declare [Client.Company] ’s performance in breach and terminate this Order for default; (2) repossess the goods for which payment has not been made; (3) withhold future shipments under this Order until delinquent payments are made; (4) deliver future shipments under this Order on a cash with Order or cash in advance basis even after the delinquency is cured; (5) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges, or inventory carrying charges; or (6) recover all costs of collection including reasonable attorney’s fees; and (7) at Seller’s option combine any of the above rights and remedies as provided by law.
Businesses can sell assets separately and not as part of a whole company purchase. However, in these cases, you can’t sell assets with liabilities. In most cases, if a particular asset has liabilities, these liabilities remain the seller’s responsibility and don’t transfer over to the buyer.
Except for the Assumed Contracts, the [Client.Company] does not assume any obligation or liability of the [Sender.Company] , and the [Sender.Company] , as applicable, will continue to be liable for any and all liabilities of the [Sender.Company] . The [Client.Company] does not assume any liability under the Assumed Contracts arising before the Effective Time. The [Sender.Company] will not be responsible for any liability that arises from the [Client.Company] ’s operation of the Business after the Effective Time.
The [Client.Company] shall inspect and accept, or reject products delivered pursuant to the Order immediately after [Client.Company] takes custody of such products. In the event the products do not comply with the applicable [Sender.Company] drawings or specifications, the [Client.Company] shall notify the [Sender.Company] of such nonconformance and give the [Sender.Company] a reasonable opportunity to correct any such nonconformance.
The [Client.Company] shall be deemed to have accepted any products delivered hereunder and to have waived any such nonconformance in the event [Sender.Company] does not receive notification that the products delivered hereunder do not comply with the [Sender.Company] ’s drawings or specifications, within fifteen (15) days after the [Client.Company] takes custody of such products.
Unless otherwise agreed, [Client.Company] shall have no right to conduct inspection at [Sender.Company] ’s facility. In the event the parties hereto mutually agree that Buyer may inspect [Sender.Company] ’s product at [Sender.Company] ’s facility, any such inspection shall be conducted with reasonable prior notice by [Client.Company] to [Sender.Company] and at reasonable times, on a non-interference basis, and such inspection shall not include the right to establish mandatory inspection points or enter proprietary or competition-sensitive areas of [Sender.Company] ’s facility.
All amounts that [Client.Company] owes [Sender.Company] under an Order shall be due and payable according to the terms of an Order. [Client.Company] is prohibited from and shall not set off such amounts or any portion thereof, whether liquidated, against sums which [Client.Company] asserts are due it, from its parent affiliates, subsidiaries or other divisions or units under other transactions with [Sender.Company] , its parents, affiliates, subsidiaries or other divisions or units.