Seller is in the business of developing, marketing, licensing, selling and distributing Linux computer software and other software, products and services relating to linux (the 'business. Seller desires to sell to purchaser all of Seller's assets used in or relating to the business. All of the assets Seller uses in or which relate to the business consist of the following, which shall hereinafter collectively be designated the 'assets (i) Accounts Receivable. All accounts receivable of Seller as of September 1, 1998, identified in and that will be the subject of the bill of Sale set forth in Exhibit 'a' attached hereto, (ii) Inventory. The items of inventory identified in and that will be the subject of the bill of Sale set forth in Exhibit 'a' attached hereto, (iii) Tangible personal Property. The items of tangible personal property in and that will be the subject of the bill of Sale set forth in Exhibit 'a' attached hereto, (iv) Customer Lists, Etc. All of Seller's customer lists and addresses of Seller's past, present and potential customers which will be the subject of the bill of Sale set forth in Exhibit 'a' attached hereto, (v) Contracts. Certain rights, services and contractual obligations under the contracts which were used by the business and which Seller has entered into identified in and that will be the subject of the contracts Assignment and Assumption Agreement set forth in Exhibit 'b' attached hereto.
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The seller and the Owner each covenants and agrees that neither the seller nor the Owner will: (1) for a period of homework _ years following the Effective time own, manage, or be employed by (whether as an employee or independent contractor) a competing business within. The seller and the Owner shall hold the confidential Information in confidence and shall not use the confidential Information for any purpose other than in furtherance of the buyers operation of the business without the buyers express written consent. The seller and the Owner recognize that Confidential Information involves one of the buyers valuable and unique assets. Confidential Information means information directly or indirectly involving the business that is not available or open to the public generally. The seller and the Owner each has carefully read and considered the provisions of this Schedule 5 and, having done so, agrees that the restrictions set forth herein are fair and reasonable given the terms and conditions of this agreement, the nature of the sellers. In addition, the seller and the Owner each specifically agrees that the length, scope, and definitions used in the covenant not to compete and other restrictions set forth in this Schedule 5 are fair and reasonable. The seller and the Owner each acknowledges and agrees that its breach of any of the agreements in this Schedule 5 would result in irreparable damage and continuing injury to the buyer. Therefore, in the event of any breach or threatened breach of such agreements, the seller and the Owner each agrees that the buyer will be entitled to an injunction from any court of competent jurisdiction enjoining such person or entity from committing any violation. Revised section 9 on to update the designation of forum clause Share on Linkedin Share on Facebook share on google Share on Reddit Related Posts. FindLaw, corporate counsel, contracts, business Planning, asset Purchase and Sale Agreement - caldera systems Inc. Asset purchase and sale agreement this asset purchase and sale agreement (this 'Agreement is made and entered into this 1st day of September 1998, by and between caldera systems, inc., a utah corporation purchaser and caldera, inc., a utah corporation seller.
The seller has operated the business in the ordinary course before the Effective time. Title; Condition of Purchased Assets. The seller has good and marketable title to all of the purchased Assets free and clear of all liens and encumbrances. Pursuant to this agreement, the seller conveys to the buyer good and marketable title to all of the purchased Assets, free and clear of all liens and encumbrances. The Inventory is salable in the ordinary course of business and consists of items that are current, standard, and first-quality. All equipment and signs are in working order and the premises will pass all inspections necessary to conduct the business. The seller provides no express or implied warranty, indemnification, or guarantee to any of its customers at any time in excess of the warranty provided by type the applicable product manufacturer. Each product sold or service rendered by the seller is and has been sold or rendered, as applicable, in conformity with all applicable contractual commitments and all express and implied warranties, and the seller does not have any liability (and there is no basis for. Schedule 5 covenant Not to compete; Non-Solicitation; Confidentiality.
The seller is not required to obtain the consent of any party to a contract or any governmental entity in connection with the execution, delivery, or performance by it of this agreement or the consummation of the transactions contemplated in this agreement. With respect to the operation of the business by the seller before the Effective time, the seller and its employees and officers are and at all times have been in compliance in all material respects with each law applicable to the seller or to the. The seller has, in respect of the business, filed all tax returns that are required to be filed and has paid all taxes that have become due under the tax returns or under any assessment that has become payable or for which the buyer may. All monies required to be withheld by the seller from employees for income taxes and social security and other payroll taxes have been collected or withheld and either paid to the respective governmental bodies or set aside in accounts for such purpose. There are no claims or suits pending or, to the sellers knowledge, threatened by or against the seller (1) relating to or affecting the business or Purchased Assets or (2) by or against any employee of the seller relating to or affecting the business. There are no judgments, decrees, orders, writs, injunctions, rulings, decisions, or awards of any court or governmental body to which the seller is a party or is subject with respect to any of the purchased Assets is subject. Financial Information; Ordinary course. The financial information the seller provided to the buyer is accurate, correct, and complete, is in accordance with the books and records of the seller, and presents fairly the results of operation and financial condition of the sellers Business.
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The Exhibits and Schedules to this agreement are a material part of this agreement and are incorporated by reference herein. Each of the letter undersigned has caused this bill of sale and assignment and assumption agreement to be duly executed and delivered as of the writing date first written above. Buyer: _ By: Name: Title: seller: _ By: Name: Title: owner: Schedule 1 Purchased Assets purchased Assets means all of the assets of the seller used or useful in the operation of the business, including the following assets, but specifically excluding the Excluded Assets: a). The Inventory will be determined by a physical count performed within five days before the Effective time. The buyer shall purchase Inventory in the amount of _ at Sellers cost.
If the actual amount is more or less, then the purchase Price will be adjusted accordingly; however, the buyer will not be required to purchase Inventory valued in excess. Excluded Assets means the following: a) all cash of the seller; b) all accounts receivable of the seller outstanding at the Effective time; and c). Assumed Contracts means the following contracts: _ Exhibit A to Schedule 1 Inventory see attached. Schedule 3 Tax Allocation Schedule furniture fixtures and Equipment _ Inventory _ Noncompetition agreement _ goodwill _ Schedule 4 Representations and Warranties. The only equity owner of the seller is the Owner and no person has any existing right to purchase any equity of the seller.
No party may assign either this agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other party, except that the buyer may assign any or all of its rights under this agreement, in whole or in part. All notices and other communications under this agreement must be in writing and given by first class mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, or personal delivery against receipt to the party to whom it is given, in each. Any such notice or other communication will be deemed to have been given as of the date the applicable delivery receipt for such communication is executed as received or in the case of mail, three days after it is mailed. If to the seller or the Owner: _ _ Attention: _ If to the buyer: _ _ Attention:. This agreement contains the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations, writings, and understandings relating to the subject matter of this agreement are merged in and are superseded and canceled by, this agreement.
This agreement may not be modified or amended except by a writing signed by the parties. This agreement is not intended to confer upon any person or entity not a party (or their successors and permitted assigns) any rights or remedies hereunder. This agreement may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument, and it may be signed electronically. The captions in this agreement are included for convenience of reference only and will be ignored in the construction or interpretation hereof. If any date provided for in this agreement falls on a day which is not a business day, the date provided for will be deemed to refer to the next business day. Any provision in this agreement that is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction will be ineffective only to the extent of such invalidity, illegality, or unenforceability without affecting in any way the remaining provisions hereof;.
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The seller will be year liable for the prorated amount of all such expenses during the period through the Effective time, and the buyer will be liable for the prorated amount of all such expenses during the period after the Effective time. Except as otherwise provided in this agreement, the representations and promises of the parties contained in this agreement will survive (and not be affected in any respect by) the Effective time for the applicable statute of limitations as well as any investigation conducted by any. At any time and from time to time after the date of this agreement: (1) the seller shall execute and deliver or dates cause to be executed and delivered to the buyer such other instruments and take such other action, all as the buyer may reasonably. Governing Law and Designation of Forum. (a) The laws of the State of _ (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details. (b) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of _ sitting in _ county. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of _ sitting in _ county and its appellate courts and to the United States District court for the district of for the purpose of all legal actions and.
The purchase price is _ (the. The parties agree to allocate the purchase Price among the purchased Assets for all purposes (including tax purposes) in accordance with the allocation schedule attached to this agreement as Schedule. The buyer shall pay the purchase Price as follows: (1) _ deposit, which has already been paid, will be credited to the buyer. (2) _ will be paid at the Closing by wire transfer. The seller and the Owner, jointly and severally, represent and warrant to the buyer that all of the representations and warranties set forth on Schedule 4 are true and correct in all respects as of the date of this agreement. Covenant Not to compete; Nonsolicitation; Confidentiality. As further consideration for the purchase Price, the seller and the Owner each agree to abide by the noncompetition, nonsolicitation, and confidentiality obligations set forth on Schedule. Any costs associated with operating the business in the ordinary course, including but not limited to payroll expenses and utility or similar charges, payable essay with respect to the period in which the Effective time falls will be prorated based on the actual number of days.
of the Assumed Contracts. Subject to the provisions set forth in this agreement, as of midnight at the beginning of the date of this agreement (the. Effective time the seller hereby sells, conveys, assigns, and transfers to the buyer the assets set forth on Schedule 1 (the. Purchased Assets ) free and clear of any and all liens and encumbrances, and the buyer hereby accepts the sale, conveyance, assignment, and transfer of the purchased Assets and assumes the buyers obligations under the contracts listed on Schedule 1 (the. No other Assumption of liabilities. Except for the Assumed Contracts, the buyer does not assume any obligation or liability of the seller or the Owner, and the seller or the Owner or both, as applicable, will continue to be liable for any and all liabilities of the seller or the. The buyer does not assume any liability under the Assumed Contracts arising before the Effective time. The seller will not be responsible for any liability that arises from the buyers operation of the business after the Effective time.
Heres the text pdf of the document. Bill of sale and assignment and assumption agreement. This bill of sale and assignment and assumption agreement is entered into on 20 between a state corporation/limited liability company (the. Buyer and a state corporation/limited liability company (the. Seller which is owned by _ (the. The seller owns and operates a _ business known as _ located at _ (the. The seller has agreed to sell and the buyer has agreed to purchase the purchased Assets (as defined below).
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Bill of Sale and Assignment and Assumption Agreement. . to buyer, a bill of Sale and Assignment and Assumption Agreement by and among usa seller and/or Canadian Seller, on the one hand, and usa buyer and/or Canadian buyer, on the other, substantially in the form to be attached hereto as Annex k after the. Bill of Sale, plan assignment and Assumption Agreement 1 of 3, bill of Sale, assignment and Assumption Agreement 2 of 3, bill of Sale, assignment and Assumption Agreement 3. I uploaded a simple asset purchase agreement to docracy and thought Id share it here. I drafted it with very small businesses in mind. Its structured as a bill of sale and assumption agreement to make it easy for do-it-yourselfers to use (in many cases therell be no need for a separate bill of sale, it doesnt require closing certificates, and its otherwise largely a fill-in-the-blank document). Although its always best to have a professional help with important legal issues, most people do these deals without a safety net, so it makes sense to provide documents thatll increase their chances of documenting their deals adequately. Of course, as with any form, the document will require revisions to conform it to specific deals.