Arizona Sample Asset Purchase Agreement This Arizona Sample Asset Purchase Agreement (the "Agreement") is entered into on [date], between [Seller] ("Seller"), a third-tier subsidiary of [Corporation], and [Buyer], a second-tier subsidiary of an unrelated corporation (the "Buyer"). 1. Definitions a. "Assets" shall refer to the assets being sold by the Seller to the Buyer, as outlined in Exhibit A attached hereto. b. "Purchase Price" shall refer to the agreed-upon price for the transfer of the Assets from Seller to Buyer, as specified in Section 2. 2. Purchase Price The Buyer agrees to pay the Seller the total sum of [amount] as the Purchase Price for the Assets. The Purchase Price shall be paid in [payment terms], with the initial payment of [amount] due upon execution of this Agreement. 3. Assets The Seller hereby agrees to sell, transfer, and assign to the Buyer, and the Buyer agrees to purchase, acquire, and assume from the Seller, all rights, title, and interest in and to the Assets as set forth in Exhibit A. The Assets shall include, but not be limited to, [list of assets]. 4. Assumed Liabilities The Buyer shall assume and be responsible for the specified liabilities associated with the acquired Assets, as indicated in Exhibit B. The Seller shall remain solely liable for any liabilities not specifically assumed by the Buyer. 5. Closing The closing of this transaction shall take place on [closing date], or any other mutually agreed-upon date. The closing shall occur at [location], and all necessary documents and payments shall be exchanged simultaneously. 6. Representations and Warranties Both parties represent and warrant that they have the full power and authority to execute and deliver this Agreement. They further represent that all information provided is accurate, complete, and does not violate any laws or regulations. 7. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the state of Arizona. Types of Arizona Sample Asset Purchase Agreements: 1. Arizona Sample Asset Purchase Agreement with Intellectual Property Focus: This agreement would specifically address the transfer and sale of intellectual property assets along with any associated rights, licenses, and trademarks. 2. Arizona Sample Asset Purchase Agreement with Real Estate Focus: This type of agreement would be suitable when the Assets include real estate properties or related interests. It would outline the terms and conditions specific to the transfer of real estate assets. 3. Arizona Sample Asset Purchase Agreement with Inventory Focus: In cases where the Assets primarily consist of inventory, this agreement would include provisions for the valuation, transfer, and other considerations related to the inventory assets. 4. Arizona Sample Asset Purchase Agreement with Employment Focus: If the sale of Assets also involves the employment of certain individuals by the Buyer, this agreement would address the terms of such employment and related obligations. Note: The mentioned types are illustrative examples, and the specific agreement required may vary based on the nature of the assets being purchased and other relevant factors.
Arizona Sample Asset Purchase Agreement between third tier subsidiary of corporation (Seller) and second tier subsidiary of unrelated corporation (Buyer)
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How to fill out Arizona Sample Asset Purchase Agreement Between Third Tier Subsidiary Of Corporation (Seller) And Second Tier Subsidiary Of Unrelated Corporation (Buyer)?
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FAQ
What's the Difference? Generally speaking, an asset purchase is when an individual, either with an existing entity or by forming a new entity (LLC or Corporation), buys the assets of a business without buying the business itself. Asset Purchases entail buying everything that the business owns (the Assets).
There are two core methods to buy or sell a business: an asset purchase or a share purchase. An asset purchase requires the sale of individual assets. A share purchase requires the purchase of 100 percent of the shares of a company, effectively transferring all of the company's assets and liabilities to the purchaser.
If purchasing a business entity, you are purchasing all the corporation's shares or if a limited liability company, its membership interest. In contrast, if purchasing the business' assets, you are buying all the assets, contracts, debts, and anything else registered under the business' name.
Buying assets of a business entails purchasing items such as property, fixtures, equipment, and customer and client goodwill.
In an acquisition of a business, transaction costs are expensed on, or prior to, the acquisition date. In an asset acquisition, transaction costs are a cost of acquiring the assets, and therefore initially capitalized and then subsequently depreciated.
What Must You Include in an Asset Purchase Agreement? Party information. Include the full legal names of the business, buyer, and seller in the opening paragraph. Definitions. ... Purchase price. ... Purchased assets. ... Representations and warranties. ... Dispute Resolution. ... Indemnification. ... Closing conditions.
Scope of a share purchase agreement The parties to the agreement. Information on the company selling shares. Purchase price of the shares. Title. Timetable for completion. Warranties. Restrictions following completion. Confidentiality requirements.
In an asset purchase, the buyer will only buy certain assets of the seller's company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.