Asset Purchase Agreement

Asset Purchase Agreement

This Agreement entered into this the _____ day of ______________, 20___ by and among __________, a corporation organized under the laws of the State of ______________ (hereinafter "Seller"), ______________ (hereinafter individually and collectively "Selling Shareholder(s)") and ______________, a ___________ corporation (hereinafter "Buyer").

WHEREAS, Seller operates a business primarily engaged in the __________________; and

WHEREAS, Seller owns equipment, inventory, contract rights, and miscellaneous assets used in connection with the operations of its business; and

WHEREAS, Buyer desires to acquire substantially all of the assets used or useful, or intended to be used in the operation of Sellers business and Seller desires to sell such assets to Buyer; and

WHEREAS, the Selling Shareholder(s) are the sole shareholder(s) of Seller.

NOW, THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED

1.1 ASSETS PURCHASED. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

1.1.1 All equipment, rolling stock, and tools miscellaneous inventory listed on Exhibit "A", together with any replacements or additions to the equipment, etc. made prior to the closing date.

1.1.2 All inventories and supplies owned by Seller together with any replacements or additions to the inventories made prior to the closing date, but excluding inventory disposed of in the ordinary course of Seller's business.

1.1.3 Seller's goodwill.

1.2 NO ASSUMPTION OF LIABILITIES. Buyer shall not be responsible for any unfilled orders from customers of Seller nor shall Buyer assume responsibility of payment for other obligations of Seller, including but not limited to, Seller's obligations under any lease, contract or account.

[alternative provision: Buyer assumes all disclosed liabilities of Seller except the following:

a.]

SECTION 2. EXCLUDED ASSETS

Excluded from this sale and purchase are Seller's accounts receivable, cash, notes receivable, prepaid accounts and land and any and all other assets except those listed on Exhibit "A".

[alternate provision: Buyer is acquiring all assets of the Seller except:

a. ]

SECTION 3. PURCHASE PRICE FOR ASSETS

The purchase price for the assets shall be $00,000.00, allocated as follows:

1. Equipment, contracts, rolling stock,

inventory and other personal property $00,000.00

2. Goodwill $ 0,000.00

TOTAL $00,000.00

Buyer shall be responsible for all sales and transfer taxes associated with the contemplated transaction; provided, however, Seller agrees to execute or provide whatever documents are necessary for Buyer to have transferred to it and receive credit for any balance remaining on the vehicle tags of Seller.