PURCHASE AGREEMENT

PURCHASE AGREEMENT

This agreement is entered into on this ____________ day of ___________, ________ BETWEEN __________________ (hereinafter referred to as the “Seller”) and ______________________ (hereinafter referred to as the “Purchaser”) and together referred to as the “parties”.

WHEREAS the Seller desires to sell the Assets in the schedule attached, and in accordance with the terms and provisions in this Agreement; and

WHEREAS, the Purchaser desires to purchase the scheduled Assets from the Seller; and The parties have agreed to the following terms and conditions.

1. Purchase price.

The agreed purchase price is $750,000. The Purchaser will pay 10% of the purchase price at the time of closing, and the Seller agrees to pay 10% of the purchase price at the time of closing.

The rest of the funding shall be financed through an SBA loan.

$600,000 of the purchase price shall be paid by the Purchaser to the owner in cash or certified funds, and the balance thereof shall be paid through a promissory note to be delivered on the said closing date to the owner.

2. Expenses.

The parties herein shall bear its costs and expenses incurred in connection with the negotiation, drafting, and execution.

3. Purchased assets.

The parties herein agree that subject to the provisions of this Agreement, on the completion date, the Seller shall sell to the Purchaser and the Purchaser shall purchase from the Seller all of the Seller’s right, title, and interest to the assets (collectively, the “Purchased Assets”), free and clear of all Encumbrances as listed in the Schedule.

4. Assumption of liabilities.

After signing of this Agreement and completion of the payments by the Purchaser, he shall assume (and shall agree to discharge, pay and perform in accordance with their terms) only the disclosed and agreed Liabilities of the Seller, and no other liabilities or obligations of the Seller whatsoever.

5. Financial statement.

The Seller shall deliver to the Buyer an audited balance sheet of the Business, and the related statements of income, changes in stockholders’ equity, and cash flow. Such financial statements and notes should be fairly present the financial condition and the results of operations, changes in stockholders’ equity, and Seller’s cash flow as at the respective dates of and for the periods referred to in such financial statements.

6. Due diligence.

The Purchaser shall be responsible for conducting his due diligence regarding the Business, including obtaining such reports and studies as the Purchaser deems appropriate and necessary. The Seller agrees to provide to the Purchaser reasonable access to the books, records, reports, information, and facilities of the Business and will make the involved parties available at reasonable times to discuss with the Purchaser and Purchaser’s representatives such aspects of the Business as the Purchaser may wish.

7. 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. 

8. Governing law.

This Agreement shall be construed, interpreted, and governed by the laws of the state of Arizona.

9. 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 laws of the state pf. Arizona.

10. Termination.

(Kindly elaborate more on what may cause termination)

11. Binding effect.

This Agreement shall be binding upon and for the benefit of the Parties and their respective heirs, successors, and permitted assigns.

12. 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. 

13. 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.

14. 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.

15. 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.

16. 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.

17. Time.

The parties herein agree that time is of the essence concerning any dates and periods set or referred to in this Agreement.

IN WITNESS WHEREOF, the Parties have duly signed this Asset Purchase Agreement on the last date noted below.