This Asset Purchase agreement is entered into on this ____________ day of
___________ 2022 by and between XXX (hereinafter referred to as the “Seller”) and XXX INC.
(hereinafter referred to as the “Purchaser”) and together referred to as the “parties”.
WHEREAS the Seller desires to sell its existing Lease term all equipment, goods,
and by the terms and provisions in this Agreement; and
WHEREAS, the Purchaser desires to purchase the existing remaining Lease term
and the Assets from the Seller; and the parties have agreed to the following terms
and conditions.
1. Purchased Assets.
Parties herein agree that the purchased assets are; –
i. The Five (5) years left on the lease.
ii. All Assets
iii. All Goods.
This agreement is contingent on the purchaser being able to get an additional five
years to have a 10-year lease with the option of a five-year renewal.
2. Purchase price.
The agreed purchase price is $110,000. The Purchaser will pay $40,000 at the time
of signing.
The balance of the purchase price of $70,000 shall be financed over the period of 24
months, with the 1 st payment starting on February XXX
3. Rent.
Parties herein agree that upon signing this agreement, the purchaser shall start
paying the monthly rent of $3,500 on the location in January XXX, even though the
takeover will be done in December XXX.
The Purchaser further agrees to pay the December rent of $3,500 on the condition
that the agreement is signed by December 20 th .

4. Due diligence.

The Purchaser shall be responsible for conducting his due diligence regarding the
Lease and the assets, including obtaining such reports and studies as the Purchaser
deems appropriate and necessary.
5. Confidentiality.
Except as may be required by law, the Purchaser agrees that any confidential
information received in confidence will be kept confidential by the Purchaser and its
representatives and will not be disclosed to any Person except otherwise with the
specific prior written consent of the Seller.
6. Governing law.
This Agreement shall be construed, interpreted, and governed by the laws of
7. Dispute Resolution.
In case a dispute arises in relation to the terms, interpretation thereof, or
performance of the obligations under this Agreement, the same shall be referred to
mediation, in accordance with the applicable laws.
8. Binding Effect.
This Agreement shall be binding upon and for the benefit of the Parties and their
respective heirs, successors, and permitted assigns.
9. Waiver.
The waiver by any Party of a breach of any provision or term contained herein shall
not operate or be construed as a waiver of any prior or subsequent breach of the
same provision or term.
10. Severability.
Suppose any provision of this Agreement is deemed invalid or unenforceable. In that
case, it shall be severed from this Agreement and shall not affect the remaining
provisions, which will continue to apply in full force and effect.

11. Entire Agreement

This Agreement, together with the Schedule hereto, constitutes the entire Agreement
between the Parties about this transaction and supersedes all prior oral or written
agreements, understandings, negotiations, and discussions.
12. Amendment.
Except as otherwise provided herein, no amendment, or modification of, this
Agreement shall be binding unless the same is in writing and executed by each of
the Parties.
13. Assignment.
Neither Party to this Agreement, nor any of the rights and obligations arising
hereunder, may be assigned to a third party without the prior written consent of the
other party.
IN WITNESS WHEREOF, the Parties have duly signed this Asset Purchase
Agreement on the last date noted below


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