Asset Purchase Agreement - jimstclair.com

11 Asset Purchase AgreementThisAssetPurchaseAgreement( Agreement )isdated,20,byand among,acorporation( Buyer );,acorporation( Seller );, a resident of( A );and, a resident of( B )(AandBarereferredtohereinas Shareholders ).COMMENTThe two principal Shareholders are included as parties to the model Agreementbecause they indemnify Buyer and are responsible for certain covenants. Sometimessome or all of the shareholders are made parties to a separate joinder Agreement ratherthan to the acquisition own() shares of the com-mon stock, par valuedollars ($) per share, of Seller, which consti-tutepercent (%) of the issued and outstanding shares of capital stockof Seller. Seller desires to sell, and Buyer desires to Purchase , the Assets of Seller forthe consideration and on the terms set forth in this there is no legal requirement that an acquisition Agreement contain re-citals, they can help the reader understand the basic context and structure of the ac-quisition.

14 Model Asset Purchase Agreement ‘‘AccountsReceivable’’—(a)alltradeaccountsreceivableandotherrightstopay-ment from customers of Seller and the full ...

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