This ASSET PURCHASE AGREEMENT (the “Asset Purchase Agreement”) is entered intoon ____ day of _____, 2016, (the “Signature Date”) by and betweenRAMON F. ORTIZ, D.M.D., M.S., P.A. 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The parties to this Letter of Intent will endeavor to finalize and execute an asset purchase agreement (the "Purchase Agreement") defining the Transaction which shall include the terms below and such other provisions as may be mutually agreed upon, prior to the Expiration Date. The total purchase price shall be payable in cash at closing. PandaDoc is not responsible for examining or evaluating such Third Party Materials, and does not provide any warranties relating to the Third Party Materials. This heads of agreement serves as a precursor to a binding agreement for software licensing between two organizations. Another title for this important legal document includes the Agreement to Purchase Real Estate. ASSET PURCHASE AGREEMENT . Unless otherwise agreed, Buyer shall have no right to conduct inspection at Seller’s facility. (“Dr. The agreement is prepared from the buyer's perspective and assumes that completion will take place immediately after signing. Asset purchase agreement short form by Practical Law Corporate A short form agreement for the sale and purchase of a business as a going concern, where both parties are limited companies. Download 1Download 2Download 3Download 4 ( pdf ). A Share Sale Agreement should be applied when a company is sold. This asset purchase agreement is written by considering all the possible important points in mind. [Sender.FirstName] [Sender.LastName] However it’s literally different from a stock purchase agreement which is the full form of “SPA”. Buyer is prohibited from and shall not set off such amounts or any portion thereof, whether or not liquidated, against sums which Buyer asserts are due it, from its parent affiliates, subsidiaries or other divisions or units under other transactions with Seller, its parents, affiliates, subsidiaries or other divisions or units. Links to such Third Party Materials are for your convenience and does not constitute an endorsement of such Third Party Materials. Buyer agrees that it will not disclose or make available to any third party any of Seller’s data or other information pertaining to this Order which is proprietary to Seller without obtaining Seller’s prior written consent. The asset purchase agreement sample; The first kind of sample asset purchase agreement templates has two main elements that are available in it. The Buyer shall be deemed to have accepted any products delivered hereunder and to have waived any such nonconformance in the event Seller does not receive notification that the products delivered hereunder do not comply with the Seller’s drawings or specifications, within fifteen (15) days after the Buyer takes custody of such products. Extract : This bill of sale and assignment and assumption agreement is entered into on_____, 20__, between _____, a [STATE] [CORPORATION/LIMITED LIABILITYCOMPANY] (the “Buyer”), and _____, a [STATE] [CORPORATION/LIMITEDLIABILITY COMPANY] (the “Seller”), which is owned by _____ (the “Owner”).The Seller owns and operates a _____ business known as _____ located at _____(the “Business”).The Seller has agreed to sell and the Buyer has agreed to purchase the PurchasedAssets (as defined below).The Owner owns 100% of the outstanding equity of the Seller and has agreed tojoin in this agreement for the purpose of making certain representations and agreements. For Buyer, the closing of this Agreement is contingent upon Buyer’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] year period and otherwise on terms customarily required by the lender for commercial loans. PandaTip: Use [Product Description] to specify the asset that is being sold. Asset Purchase Agreement (simple) – PDF and Word Download, Sample Asset Purchase Agreement Templates, Asset Purchase Agreement Template – Get Free Sample, Asset Purchase Agreement Simple Template – Word & PDF, Form of Asset Purchase Agreement, Updated: August 15, 2020 — 3:05 am ← Previous Post . ASSET SALE AND PURCHASE AGREEMENT. Except for the Assumed Contracts, the Buyer does not assume any obligation or liability of the Seller, and the Seller, as applicable, will continue to be liable for any and all liabilities of the Seller. THIS ASSET PURCHASE AGREEMENT (the “Agreement”), is entered into as of the date below written (the “Execution Date”), by and between SELLER HOSPITAL (“Seller”), and BUYER HOSPITAL (“Buyer”). This Asset Purchase Agreement template sets out the terms and conditions upon which Seller shall effect the sale of asset(s) to Buyer. This Purchase Agreement Template is a contract for the sale and purchase of assets of a company. Assets Purchased. Any how it is not the final or legally verified agreement but it can be helpful to write your own asset purchase agreement template.You can find more purchase agreement templates at agreement templates. This section can stay as is if the buyer is paying in full using an acquired loan. It defines the products, responsibilities, and pricing that the parties will agree to in a subsequent binding contract. To access this paperwork for download in the format you want to work with, select the “PDF,” “Word,” or “ODT” buttons. You don’t have to spend a lot of your time trying to create a sample agreement template. The agreement includes the terms and conditions of the sale, the sale price, disclaimers, warranties, and other optional clauses that protect the interests of both the buyer and the seller. The Asset Purchase Agreement (Debtors and Creditors Not Transferred But Property Transferred) Without Guarantee is most appropriate for use by single company that is selling its business (known as the assets and undertaking) but not its shares but not the debtors or creditors. These 3 examples of contracts are perfet as a Simple asset purchase agreement pdf format. Apply a document theme that matches your company brand. The asset purchase agreement … Failure by Seller to assert all or any of its rights upon any breach of this Order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. Prepared for: [Client.Company] Prepared by: [Sender.FirstName] [Sender.LastName] [Sender.Company] PandaTip: To get started, fill out the tokens that are located … You might also know of the purchase agreement as a residential real estate agreement or a real estate purchase contract. This Beckmann indemnity precedent is suitable for use in a business sale agreement. This Asset Purchase and Sale Agreement (this “Agreement”) is entered into as of the date set forth below by and among Adino Exploration, LLC (“Seller”), Adino Energy Corporation (“Parent”) and Broadway Resources, LLC (“Buyer”). Defined terms used but not otherwise defined herein shall have the meanings contained in Exhibit A hereto. The Seller will not be responsible for any liability that arises from the Buyer’s operation of the Business after the Effective Time. Background . In addition, all the terms of the contract are reviewed and the parties can derive maximum benefits. Seller is in the business of providing _____ (“Business”). An asset purchase agreement is a must for ensuring that the party gets the highest value from the sale or purchase of assets. Any taxes or duties that are due and owing hereunder shall be paid by the Buyer. Actually, you can get one without a single click of a button, and then edit it for business use. In the event the parties hereto mutually agree that Buyer may inspect Seller’s product at Seller’s facility, any such inspection shall be conducted with reasonable prior notice by Buyer to Seller 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 Seller’s facility. PandaTip: PandaDoc allows you and your clients to view and sign your proposals with legally-binding electronic signatures. The Business/Asset Sale Agreements subfolder contains a selection of templates to cover specific sets of circumstances, including business/asset sales with or without the transfer of debtors and creditors, with or without the transfer of property, and with or without a guarantee. The asset purchase agreement can go into detail about purchase conditions, escrow terms, and price. The Asset Purchase Agreement Template presented in the sample image is available in any of the formats designating the buttons underneath this image. Templates Agreements Asset Purchase Agreement Template Content Asset Purchase Agreement . Asset Purchase Agreement (simple) This is a form to be used in a simple transaction as a starting point for an Asset Purchase Agreement (as opposed to a Stock Purchase Agreement… 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: Buyer shall pay the Seller as the purchase price for the foregoing the sum of [Number Of Dollars}. Except as otherwise specifically agreed in writing by Buyer and Seller, any dispute relating to an Order placed by a Buyer incorporated in the United States which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction. In the event payments are not made in a timely manner, Seller may, in addition to all other remedies provided at law, either: (1) declare Buyer’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. 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