Asset Purchase Agreement

# Asset Purchase Agreement This Asset Purchase Agreement (this "Agreement") is entered into as of ___________ (the "Effective Date"), by and between: **Seller:** ___________, a ___________ organized under the laws of ___________ ("Seller"); and **Buyer:** ___________, a ___________ organized under the laws of ___________ ("Buyer"). Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties." --- ## ARTICLE 1 — PURCHASE AND SALE OF ASSETS ### 1.1 Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing (as defined in Article 4), Seller agrees to sell, transfer, assign, and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, free and clear of all Liens (as defined below), all of Seller's right, title, and interest in and to the assets described below (collectively, the "Purchased Assets"): (a) **Tangible Personal Property.** All machinery, equipment, tools, fixtures, furniture, vehicles, computers, and other tangible personal property used in connection with the operation of ___________ (the "Business"), including those listed on Schedule 1.1(a) attached hereto; (b) **Inventory.** All raw materials, work-in-progress, finished goods, supplies, and other inventory of the Business as of the Closing Date; (c) **Contracts.** All rights and obligations under the contracts, agreements, leases, licenses, commitments, and arrangements listed on Schedule 1.1(c) (the "Assumed Contracts"), but only to the extent assignable under applicable law; (d) **Intellectual Property.** All patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, trade secrets, know-how, proprietary processes, software, domain names, and other intellectual property owned by or licensed to Seller and used in connection with the Business, as listed on Schedule 1.1(d) (the "Business IP"); (e) **Customer and Supplier Relationships.** All goodwill, customer lists, supplier lists, customer contracts, and business relationships associated with the Business; (f) **Books and Records.** Copies of all books, records, files, and documents (in any format) primarily relating to the Purchased Assets or the Business, excluding any records that Seller is required to retain under applicable law; and (g) **Permits and Licenses.** All permits, licenses, approvals, certificates, and authorizations held by Seller in connection with the Business, to the extent transferable. ### 1.2 Excluded Assets Notwithstanding anything to the contrary in Section 1.1, the Purchased Assets shall not include any of the following (collectively, the "Excluded Assets"): (a) All cash, cash equivalents, bank accounts, and short-term investments of Seller as of the Closing Date; (b) All accounts receivable of the Business arising prior to the Closing Date;