Sample Contract Research Paper
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2012, is made by and between Sam Mama Café LLC, a New York limited liability company (“Buyer) and Big Zany Corp., a New York corporation (“Seller”).
WHEREAS, Seller owns a bar/restaurant business located at 62 Court Street, Brooklyn, NY 11201 (the “Business”);
WHEREAS, Seller intends to sell the assets of the Business to Buyer; and
WHEREAS, Buyer intends to purchase the assets from Seller.
NOW, THEREFORE, in consideration of the promises exchanged, the receipt and sufficiency of which is acknowledged, the parties mutually agree as follows:
1. Sale of the Business
1. Upon the terms and subject to the …show more content…
b) Any and all claims, liabilities and obligations of every kind and description, arising out of or related to the operation of the Business or use of the Assets after the Closing Date, except to the extent that such liabilities or obligations relate to any of the Exclusions. 9. Closing
1. The closing of the Agreement (the “Closing) shall take place at the offices of LaSasso Griesmeyer Law Group PLLC at 9:00 A.M., on the Closing Date.
2. At the Closing, Seller shall deliver to Buyer the following:
a) A bill of sale conveying the business sold herein, free and clear of any liens, mortgages, debts or encumbrances except as otherwise provided for herein;
b) Such other assignments and transfers as Buyer may reasonably request to effect the assignment to Buyer of the Assets, including but not limited to the Business Permits and the Lease; and
c) Keys to the facilities of the Business.
3. At the Closing, Buyer shall deliver to Seller the following:
a) The Down Payment by wire transfer referenced in Section 2.1(a);
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2012, is made by and between Sam Mama Café LLC, a New York limited liability company (“Buyer) and Big Zany Corp., a New York corporation (“Seller”).
WHEREAS, Seller owns a bar/restaurant business located at 62 Court Street, Brooklyn, NY 11201 (the “Business”);
WHEREAS, Seller intends to sell the assets of the Business to Buyer; and
WHEREAS, Buyer intends to purchase the assets from Seller.
NOW, THEREFORE, in consideration of the promises exchanged, the receipt and sufficiency of which is acknowledged, the parties mutually agree as follows:
1. Sale of the Business
1. Upon the terms and subject to the …show more content…
b) Any and all claims, liabilities and obligations of every kind and description, arising out of or related to the operation of the Business or use of the Assets after the Closing Date, except to the extent that such liabilities or obligations relate to any of the Exclusions. 9. Closing
1. The closing of the Agreement (the “Closing) shall take place at the offices of LaSasso Griesmeyer Law Group PLLC at 9:00 A.M., on the Closing Date.
2. At the Closing, Seller shall deliver to Buyer the following:
a) A bill of sale conveying the business sold herein, free and clear of any liens, mortgages, debts or encumbrances except as otherwise provided for herein;
b) Such other assignments and transfers as Buyer may reasonably request to effect the assignment to Buyer of the Assets, including but not limited to the Business Permits and the Lease; and
c) Keys to the facilities of the Business.
3. At the Closing, Buyer shall deliver to Seller the following:
a) The Down Payment by wire transfer referenced in Section 2.1(a);