This is an example of a Bulk Sale Agreement whose purpose is to record the sale of goods by a business. Not only does this agreement help the seller to have a comprehensive record of a transaction, it also provides protection to the purchaser from any claims made by creditors of the seller.
This Asset Purchase Agreement or Bulk Sales Agreement (the "Agreement") is made and effective on ____ (Date), by and between ("Seller")__________________________ (Name & Address) and ("Buyer") ___________________________________________.
Recitals
Seller operates a business ("Business") under the name: ________________________.
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain assets of Seller used in the Business, subject to the terms of this Agreement.
Therefore the parties agree as follows:
Agreement
1. Transfer of Assets.
At the Closing, subject to the terms of this Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all liens, encumbrances, claims, charges, equities or imperfections of any nature, all contract rights, customer lists, leases, furniture, fixtures, equipment, trademarks, trade names, intellectual property, goodwill, materials, supplies, telephone numbers, business records, and other assets and properties owned or leased by Seller and used or useful in the Business and related operations, but excluding the following, if any: corporate stock records; any minute books or related corporate records; cash, accounts receivable and accounts payable; insurance policies; income tax refunds due; officer and shareholder loans due. The assets and properties to be transferred by Seller to Buyer shall include, without limitation:
A. The furniture, fixtures and equipment listed in Exhibit A.
B. Assignment of the lease or leases held by Seller, as lessee, regarding Seller's business location, a copy or copies of which is attached hereto as Exhibit B.
C. The contracts, leases, licenses and other agreements identified on Exhibit C attached hereto.
D. Such other of Seller's property and assets identified on Exhibit D attached hereto.
E. Seller's inventory identified on Exhibit E attached hereto.
2. Transfer and Conveyance Documents.
Seller agrees to deliver to Buyer at the Closing such certificates, bills of sale, documents of title and other instruments of conveyance and transfer, in form and content satisfactory
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