The asset purchase agreement is different from a share purchase and sale contract, because in the event of a share sale, the acquirer or investor acquires the shares of the company that owns the assets, while the acquirer acquires the company`s assets in an asset sale. (y) Nothing should be construed as an agreement of the buyer, to take over a contract to which the seller is associated or to hire a person currently employed by the seller in connection with the exploitation of the assets. ASSET PURCHASE AGREEMENT SIMPLE This asset purchase agreement (the contract) is effective WHEREAS [SECOND PARTY NAME] (THE Purchaser) has made an offer to purchase [SPECIFY] for completion from [DATE] (the offer to purchase); CONSIDERANT that the buyer wishes to acquire and sell certain assets, as described in Schedule A, in accordance with the following terms and agreements. This document is usually executed in the case of mergers and acquisitions when a company acquires either the assets and/or shares of the company, or when the buyer wishes to acquire the assets of a business in order to expand its own business. (p) the seller has fully fulfilled and complied with all obligations, conditions and agreements to be met by the seller on the closing date or before the closing date. PandaTip: Use [Product Description] to indicate which resource is being sold. You can describe the asset and its condition later in the agreement. The buyer essentially wants to acquire all the seller`s assets, without the real estate and the characteristics that flow from it, with which the seller currently manages transactions, and to sell the bulk of the seller; and (q) On the reference date, no action or proceeding against the seller is pending or threatened in a court or public body, an adverse judgment, decree or order preventing the execution of the agreement or any of the transactions or events provided for in this agreement, and the seller agrees to part with one of his property or property which the buyer`s lawyer believes would be incompetious. (b) Total seller value and other intangible assets, including, but not limited, to all customer lists, suppliers, mechanics or service personnel, etc. The seller`s activity and activity are carried out only properly and all obligations arising from binding agreements for the seller are duly fulfilled; 2. The buyer assures and guarantees that he has verified the assets and accepts these assets in their current condition, with all errors. The seller hereshes and guarantees that he owns the assets subject to the liabilities covered, but expressly refuses any guarantee of the condition or adequacy of those assets.
(f) The seller is a company duly organized and valid under the laws of the State of Georgia.