Buyer-Friendly Asset Purchase Agreement Template

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"Assumed Liabilities" has the meaning given in Section 4 of this Agreement and comprises solely those Liabilities expressly described therein.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in [City/Jurisdiction] are authorized or required by law to be closed.

"Closing" means the consummation of the purchase and sale of the Purchased Assets and the other transactions contemplated by this Agreement, and "Closing Date" means the date on which the Closing actually occurs, as determined in accordance with Section 6.

"Contract" means any written or oral contract, agreement, lease, license, purchase order, commitment, undertaking or other legally binding arrangement.

"Encumbrance" means any lien, pledge, mortgage, security interest, charge, claim, option, right of first refusal or first offer, easement, restriction on transfer or use, or other encumbrance of any kind.

"Escrow Agent" means [Escrow Agent Name], or any successor escrow agent appointed in accordance with the Escrow Agreement.

"Escrow Agreement" means the escrow agreement to be entered into at or prior to the Closing among the Buyer, the Seller and the Escrow Agent, in a form reasonably satisfactory to the Buyer.

"Escrow Amount" means the amount of [Escrow Amount], being [percentage]% of the Purchase Price, to be withheld from the Closing Payment and deposited with the Escrow Agent in accordance with Section 5.

"Excluded Assets" has the meaning given in Section 3.

"Excluded Liabilities" has the meaning given in Section 4 and includes all Liabilities of the Seller and the Business other than the Assumed Liabilities.

"Governmental Authority" means any supranational, national, federal, state, regional, provincial, municipal or local government, or any court, tribunal, arbitral body, regulatory or administrative agency, commission or other authority exercising governmental, regulatory or quasi-governmental functions.

"Intellectual Property" means all patents, trademarks, service marks, trade names, domain names, copyrights, designs, database rights, software, know-how, trade secrets, and all other intellectual or industrial property rights, whether registered or unregistered, together with all applications, registrations and renewals thereof and all rights to sue for past, present and future infringement.

"Knowledge of the Seller" means the actual knowledge of [Names of Seller's Principal Officers], and the knowledge that each such individual would have obtained after due and diligent inquiry.

"Law" means any statute, regulation, rule, ordinance, order, judgment, decree, directive, treaty, permit requirement or other binding requirement of any Governmental Authority.

"Liability" means any debt, liability, obligation, commitment, claim, loss, damage, deficiency, Tax, fine, penalty, cost or expense of any kind, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due.

"Losses" means any and all losses, Liabilities, damages, Taxes, judgments, settlements, awards, fines, penalties, costs and expenses (including reasonable fees and disbursements of legal counsel, accountants and other advisors, and costs of investigation, enforcement and defense), including diminution in value and consequential losses that are reasonably foreseeable.

"Person" means any individual, corporation, partnership, limited liability company, trust, association, joint venture, Governmental Authority or other entity.

"Purchase Price" has the meaning given in Section 5.

"Purchased Assets" has the meaning given in Section 2.

"Tax" or "Taxes" means all taxes, levies, duties, imposts, contributions and charges of any kind imposed by any Governmental Authority, including income, gross receipts, sales, use, value added, transfer, stamp, property, payroll, withholding and social security taxes, together with any interest, penalties and additions thereto.

"Transaction Documents" means this Agreement, the Escrow Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the intellectual property assignments, and every other agreement, instrument and document delivered pursuant hereto.

Unless the context otherwise requires, in this Agreement: headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; references to Sections are to Sections of this Agreement; references to a Law include that Law as amended or re-enacted from time to time; references to "currency" are to [Currency]; and no provision shall be construed against a Party by reason of that Party having drafted it.

Upon the terms and subject to the conditions of this Agreement, at the Closing the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all Encumbrances, all of the Seller's right, title and interest in, to and under the following assets, properties and rights, to the extent used or held for use in the Business, wherever located (collectively, the "Purchased Assets"):

(a) the tangible personal property, equipment, machinery, furniture, fixtures, tools, vehicles and other fixed assets identified by the Parties in writing prior to the Effective Date as [Description of Tangible Assets];

(b) all inventory, raw materials, work in process, finished goods, supplies and packaging, wherever located, as described in [Description of Inventory];

(c) all Intellectual Property owned or purported to be owned by the Seller and used in the Business, including [Description of Specified Intellectual Property], together with all associated goodwill;

(d) all rights of the Seller under the Contracts identified by the Parties in writing as [Description of Assigned Contracts] (the "Assigned Contracts");

(e) all permits, licenses, authorizations and approvals of any Governmental Authority held for the Business, to the extent transferable under applicable Law;

(f) all books, records, customer and supplier lists, files, correspondence, marketing materials and data relating to the Business, in whatever medium;

(g) all accounts receivable, prepaid items and deposits relating to the Business, as described in [Description of Receivables and Prepaid Items];

(h) all warranties, indemnities and similar rights against third parties relating to any Purchased Asset; and

(i) all goodwill and going-concern value of the Business, and all claims, causes of action and rights of recovery relating to any Purchased Asset.

The Seller shall deliver possession and control of the Purchased Assets to the Buyer at the Closing at [Delivery Location], and risk of loss with respect to the Purchased Assets shall remain with the Seller until the Closing is completed.

To the extent that the assignment of any Purchased Asset or Assigned Contract requires the consent of a third party or Governmental Authority that has not been obtained at or before the Closing, this Agreement shall not constitute an assignment thereof if such assignment would constitute a breach or be ineffective. In such event, the Seller shall at its sole cost continue to use its best efforts to obtain such consent, and pending such consent shall hold such asset for the benefit of the Buyer and provide the Buyer with all of the economic and operational benefits thereof, at no cost to the Buyer.

The Buyer's election to proceed to Closing in respect of any Purchased Asset for which consent has not been obtained shall not constitute a waiver of any condition in Section 10 or of any right to indemnification under Section 14.

The Seller shall, at the Closing and at any time thereafter upon the Buyer's reasonable request and without further consideration, execute and deliver such further instruments of transfer and take such further actions as the Buyer may reasonably require to vest in the Buyer good and marketable title to the Purchased Assets and to perfect, record or evidence such title.

The Seller shall retain no right, title or interest in any Purchased Asset following the Closing, and any asset used primarily in the Business that is not expressly listed as an Excluded Asset shall be deemed a Purchased Asset, provided that the Buyer shall have no obligation to pay any additional amount in respect thereof.

Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include, and the Seller shall retain, the following assets (collectively, the "Excluded Assets"):

(a) all cash, cash equivalents and bank accounts of the Seller;

(b) all Contracts of the Seller that are not Assigned Contracts;

(c) all corporate seals, organizational documents, minute books, stock records and Tax returns of the Seller, and all books and records that the Seller is required by Law to retain, provided that the Buyer shall be given copies of any such records that relate to the Business;

(d) all insurance policies of the Seller and all rights thereunder, except for proceeds relating to damage to or loss of any Purchased Asset occurring prior to the Closing, which shall be paid or assigned to the Buyer;

(e) all rights to Tax refunds relating to Excluded Liabilities or to periods ending on or before the Closing Date;

(f) all assets, plans and trusts relating to any employee benefit plan of the Seller, except as expressly provided in Section 12;

(g) the rights of the Seller under this Agreement and the other Transaction Documents; and

(h) the assets, if any, specifically described as [Description of Other Excluded Assets].

The Seller shall be solely responsible for all Liabilities relating to the Excluded Assets, and the Buyer shall have no obligation or Liability whatsoever with respect thereto.

If, after the Closing, the Seller or any of its Affiliates holds or receives any asset, payment or right that constitutes a Purchased Asset, including any payment on an account receivable, the Seller shall hold it in trust for the Buyer and shall transfer it to the Buyer within [number] Business Days, without set-off or deduction.

Prior to the Closing, the Seller shall not reclassify, remove or dispose of any asset from the Purchased Assets to the Excluded Assets without the prior written consent of the Buyer, which may be withheld in the Buyer's sole discretion.

If the Buyer, after the Closing, discovers that any asset described in clause (b), (c) or (f) above is reasonably necessary for the operation of the Business, the Seller shall, at the Buyer's request, provide the Buyer with reasonable access to, or copies of, such asset or information, at the Seller's cost.

At the Closing, the Buyer shall assume and agree to pay, perform and discharge when due only the following Liabilities, and no others (the "Assumed Liabilities"): Liabilities arising under the Assigned Contracts, but only to the extent such Liabilities (a) are first required to be performed after the Closing, (b) were incurred in the ordinary course of business, and (c) do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by the Seller on or before the Closing.

Notwithstanding any other provision of this Agreement or any disclosure made to the Buyer, the Buyer shall not assume, and shall not be responsible to pay, perform or discharge, any Liability of the Seller or any of its Affiliates or predecessors of any kind whatsoever, other than the Assumed Liabilities (collectively, the "Excluded Liabilities"). The Seller shall pay, perform and discharge when due all Excluded Liabilities.

Without limiting the generality of the preceding clause, the Excluded Liabilities include all Liabilities: (a) arising out of or relating to the ownership or operation of the Business or the Purchased Assets on or before the Closing Date, except as expressly assumed; (b) for Taxes of the Seller or relating to the Business or the Purchased Assets for any pre-Closing period; (c) relating to any current or former employee, contractor or other service provider of the Seller, including wages, bonuses, severance, benefits and claims of any kind; (d) arising under any Law relating to environmental, health or safety matters in respect of pre-Closing conditions or activities; (e) for product liability, warranty, recall or return claims relating to products manufactured, sold or services performed on or before the Closing Date; (f) arising out of any pending or threatened litigation, claim or proceeding; (g) for indebtedness for borrowed money, trade payables and accrued expenses; (h) for any fees of brokers, finders or advisors engaged by the Seller; and (i) arising from any breach by the Seller of any Transaction Document.

The Parties acknowledge and agree that the Buyer is purchasing assets and not acquiring the Seller or the Business as a going concern for purposes of successor liability, and that the Buyer is not a successor, alter ego or continuation of the Seller. The Seller shall not assert the contrary in any proceeding.

If the Buyer pays or discharges any Excluded Liability, whether to preserve a Purchased Asset, maintain a commercial relationship or comply with Law, the Seller shall reimburse the Buyer in full within [number] Business Days of written demand, and the Buyer may, at its option, recover such amount by set-off in accordance with Section 14.

The Seller shall not dissolve, liquidate or distribute all or substantially all of its assets to its owners following the Closing unless it has made adequate provision, to the Buyer's reasonable satisfaction, for the payment of all Excluded Liabilities and the Seller's obligations under Section 14.

The aggregate consideration payable by the Buyer for the Purchased Assets shall be [Purchase Price] in [Currency] (the "Purchase Price"), plus the assumption of the Assumed Liabilities, subject to adjustment in accordance with this Section 5.

At the Closing, the Buyer shall pay or cause to be paid: (a) to the Escrow Agent, the Escrow Amount, by wire transfer of immediately available funds, to be held and disbursed in accordance with this Agreement and the Escrow Agreement; and (b) to the Seller, by wire transfer of immediately available funds to the account designated in writing by the Seller at least [number] Business Days before the Closing, an amount equal to the Purchase Price less the Escrow Amount, and less any amount required to discharge Encumbrances on the Purchased Assets or amounts otherwise payable on the Seller's behalf under the Transaction Documents (the "Closing Payment").

The Escrow Amount shall serve as security for, but shall not limit, the obligations of the Seller under this Agreement, including under Section 14. The Escrow Amount shall be held for a period of [number] months following the Closing Date (the "Escrow Period"). Upon expiry of the Escrow Period, the Escrow Agent shall release to the Seller the then-remaining balance of the Escrow Amount, less the aggregate amount of all pending claims asserted in good faith by the Buyer, which shall continue to be held until final resolution of each such claim.

The Buyer shall be entitled to instruct the Escrow Agent to release to the Buyer from the Escrow Amount any amount to which a Buyer Indemnitee is entitled under this Agreement, whether agreed by the Seller, determined by a final decision under Section 17, or otherwise not disputed in writing by the Seller within [number] Business Days of notice. Fees and expenses of the Escrow Agent shall be borne by the Seller.

The Purchase Price shall be adjusted upward or downward, on a currency-for-currency basis, to the extent that the value of inventory, receivables or other working-capital items delivered at the Closing, as determined in a closing statement prepared by the Buyer within [number] days after the Closing Date, differs from the target amount of [Target Amount]. Any dispute regarding the closing statement shall be referred to an independent accounting firm selected by mutual agreement, whose determination shall be final and binding absent manifest error, and whose fees shall be borne by the Seller unless the Buyer's position is substantially rejected.

The Parties shall allocate the Purchase Price and the Assumed Liabilities among the Purchased Assets and the covenants in Section 11 in accordance with the principles set forth in [Allocation Methodology], as prepared by the Buyer within [number] days after the Closing Date. The Seller shall have [number] days to provide reasonable written comments, which the Buyer shall consider in good faith, and the Buyer's determination shall be final in the absence of manifest error. The Parties shall file all Tax returns consistently with such allocation.

Any amount not paid when due by the Seller under this Agreement shall bear interest at the rate of [Interest Rate]% per annum from the due date until paid in full. The Buyer shall be entitled to deduct and withhold from any amount payable to the Seller such amounts as are required to be deducted or withheld under applicable Law, and any amounts so withheld and paid to the competent authority shall be treated as having been paid to the Seller.

The Closing shall take place remotely by electronic exchange of documents and signatures on [Closing Date], or on such other date or at such other place as the Parties may agree in writing, being not later than [number] Business Days after the satisfaction or waiver of the conditions set forth in Section 10 (other than conditions that by their nature are to be satisfied at the Closing). The Closing shall be deemed effective as of [Effective Time] on the Closing Date.

At or prior to the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer each of the following, in form and substance satisfactory to the Buyer: (a) a bill of sale transferring the tangible Purchased Assets, duly executed by the Seller (the "Bill of Sale"); (b) an assignment and assumption agreement, duly executed by the Seller (the "Assignment and Assumption Agreement"); (c) assignments of Intellectual Property in recordable form; (d) the Escrow Agreement, duly executed by the Seller; and (e) all third-party and governmental consents, waivers and approvals required for the transfer of the Purchased Assets.

The Seller shall further deliver at the Closing: (a) releases and termination statements evidencing the discharge of all Encumbrances on the Purchased Assets; (b) a certificate of the secretary or equivalent officer of the Seller certifying the resolutions of its governing body and, where required, its owners authorizing the Transaction Documents, together with incumbency details; (c) a certificate of good standing of the Seller issued by the competent registry not more than [number] days before the Closing Date; (d) a certificate of an authorized officer of the Seller confirming the satisfaction of the conditions in Sections 10.1(a) and 10.1(b); (e) all tax clearance or similar certificates reasonably requested by the Buyer; and (f) such other documents as the Buyer may reasonably request.

At the Closing, the Buyer shall deliver, or cause to be delivered: (a) the payments required by Section 5; (b) the Assignment and Assumption Agreement, duly executed by the Buyer; (c) the Escrow Agreement, duly executed by the Buyer; and (d) a certificate of an authorized officer of the Buyer certifying the resolutions of its governing body authorizing the Transaction Documents.

All deliveries at the Closing shall be deemed to occur simultaneously, and no delivery shall be deemed completed until all have been completed, unless the Buyer, in its sole discretion, elects otherwise in writing. The Buyer may, in its discretion, waive the delivery of any item, which waiver shall not prejudice its rights under Section 14 in respect of any related matter.

Possession of the Purchased Assets and title thereto shall pass to the Buyer upon the Closing and payment of the amounts due at the Closing. The Seller shall take all steps reasonably required to ensure an orderly transition of the Business, including providing the Buyer, for [number] months following the Closing Date, with reasonable transitional assistance, training and information at [no charge/rate to be specified].

The Seller represents and warrants to the Buyer, as of the Effective Date and as of the Closing Date, that each of the following statements is true, accurate and complete, and acknowledges that the Buyer is relying on each such statement in entering into this Agreement:

Organization and Authority. The Seller is duly organized, validly existing and in good standing under the Laws of [Jurisdiction] and has full power and authority to own the Purchased Assets, carry on the Business, and execute, deliver and perform the Transaction Documents. The execution, delivery and performance of the Transaction Documents have been duly authorized by all necessary corporate or other action, and each constitutes the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms.

No Conflict; Consents. The execution, delivery and performance of the Transaction Documents by the Seller do not and will not (a) violate the Seller's organizational documents, (b) violate any Law or order applicable to the Seller, the Business or the Purchased Assets, (c) require any consent, notice or approval of any Person or Governmental Authority, except as disclosed in writing to the Buyer as [Required Consents], or (d) result in a breach of, default under, or the creation of any Encumbrance under any Contract to which the Seller is a party or by which the Purchased Assets are bound.

Title and Sufficiency of Assets. The Seller has good, valid and marketable title to, or a valid leasehold or license interest in, all of the Purchased Assets, free and clear of all Encumbrances other than those to be released at the Closing. Upon the Closing, the Buyer will acquire good and marketable title to the Purchased Assets, free and clear of all Encumbrances. The Purchased Assets constitute all of the assets, rights and properties necessary and sufficient to conduct the Business in the manner in which it has been conducted during the [number] months preceding the Effective Date.

Condition of Assets. The tangible Purchased Assets are in good operating condition and repair, ordinary wear and tear excepted, are fit for the purposes for which they are used, and have been maintained in accordance with applicable Law and industry practice. The inventory is of a quality and quantity usable and saleable in the ordinary course of business, and the accounts receivable are bona fide, valid and collectible in full within [number] days, without set-off or counterclaim.

Financial Statements; Absence of Changes. The financial statements of the Business for the periods ended [Financial Statement Dates], delivered to the Buyer, are accurate and complete in all material respects, have been prepared in accordance with [Accounting Standards] consistently applied, and fairly present the financial condition and results of operations of the Business. Since [Reference Date], the Seller has conducted the Business only in the ordinary course and there has been no material adverse change, and no event that would reasonably be expected to cause one, in the Business or the Purchased Assets.

Intellectual Property. The Seller exclusively owns, or has a valid and enforceable right to use, all Intellectual Property used in the Business. No such Intellectual Property infringes, misappropriates or violates the rights of any Person, and no claim to that effect has been asserted or threatened. To the Knowledge of the Seller, no Person is infringing any such Intellectual Property. All current and former personnel who contributed to the Intellectual Property have validly assigned all rights therein to the Seller.

Contracts. Each Assigned Contract is valid, binding and in full force and effect, and the Seller has delivered a true and complete copy thereof to the Buyer. Neither the Seller nor, to the Knowledge of the Seller, any counterparty is in breach of or default under any Assigned Contract, and no event has occurred that, with notice or lapse of time, would constitute such a breach or default or permit termination or modification.

Litigation; Compliance with Laws; Permits. There is no pending or, to the Knowledge of the Seller, threatened action, claim, investigation or proceeding against the Seller relating to the Business, the Purchased Assets or the transactions contemplated hereby. The Seller is, and has been, in compliance with all Laws applicable to the Business and holds all permits required to operate it.

Taxes; Employees; Environmental; Solvency; Brokers. All Taxes due from the Seller relating to the Business or the Purchased Assets have been timely paid, and there are no Tax Encumbrances on the Purchased Assets. The Seller has complied with all Laws relating to employment and with all environmental, health and safety Laws. The Seller is solvent and will not be rendered insolvent by the transactions contemplated hereby, and no broker or finder is entitled to any fee from the Buyer in connection herewith. No representation or warranty of the Seller in this Agreement, and no statement in any certificate or document furnished by the Seller, contains any untrue statement of a material fact or omits a material fact necessary to make the statements therein not misleading.

The representations and warranties of the Seller shall not be affected or limited by any investigation or knowledge of the Buyer, whether acquired before or after the Effective Date or the Closing Date, and shall survive the Closing as provided in Section 14.

The Buyer represents and warrants to the Seller, as of the Effective Date and as of the Closing Date, as follows:

Organization and Authority. The Buyer is duly organized, validly existing and in good standing under the Laws of [Jurisdiction] and has the corporate or other power and authority to enter into and perform the Transaction Documents to which it is a party.

Authorization; Enforceability. The execution, delivery and performance by the Buyer of this Agreement have been duly authorized by all necessary corporate or other action on the part of the Buyer. This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally and to general principles of equity.

No Conflict. The execution and delivery of this Agreement by the Buyer do not violate the Buyer's organizational documents or any Law or order binding on the Buyer, in each case in a manner that would materially impair the Buyer's ability to consummate the transactions contemplated hereby.

Litigation. As of the Effective Date, there is no action pending or, to the knowledge of the Buyer, threatened against the Buyer that challenges or seeks to prevent the consummation of the transactions contemplated by this Agreement.

Financial Capability. At the Closing, the Buyer will have sufficient funds available to pay the Closing Payment and the Escrow Amount.

Brokers. Except for [Buyer's Broker, if any], no broker or finder is entitled to any fee from the Seller in connection with the transactions contemplated by this Agreement based upon arrangements made by the Buyer.

Except for the representations and warranties expressly set forth in this Section 8, the Buyer makes no other representation or warranty, express or implied, to the Seller.

From the Effective Date until the earlier of the Closing and the termination of this Agreement, the Seller shall, except as the Buyer may otherwise consent in writing, (a) conduct the Business only in the ordinary course consistent with past practice, (b) preserve intact the Business, the Purchased Assets and its relationships with customers, suppliers, employees and Governmental Authorities, (c) maintain the Purchased Assets in good operating condition and repair, and (d) maintain in force all insurance policies covering the Purchased Assets.

Without the prior written consent of the Buyer, the Seller shall not: (a) sell, lease, license, encumber or otherwise dispose of any Purchased Asset, other than sales of inventory in the ordinary course; (b) enter into, amend, renew, waive any right under or terminate any Assigned Contract; (c) incur any Liability that would be binding on the Buyer or the Purchased Assets; (d) increase the compensation or benefits of any employee of the Business, other than as required by Law; (e) settle any claim relating to the Business or the Purchased Assets; (f) change any accounting or Tax practice relating to the Business; or (g) agree or commit to do any of the foregoing.

The Seller shall afford the Buyer and its representatives, upon reasonable notice and during normal business hours, full access to the properties, books, records, Contracts, personnel, advisors and other information relating to the Business and the Purchased Assets, and permit the Buyer to conduct such inspections, audits, environmental assessments and due diligence as the Buyer deems appropriate. No such investigation shall limit the Seller's representations, warranties, covenants or indemnification obligations.

The Seller shall use its best efforts to cause the conditions set forth in Section 10 to be satisfied as promptly as practicable, including by obtaining all consents, approvals and waivers required from third parties and Governmental Authorities, and shall bear all costs of doing so. The Buyer shall use commercially reasonable efforts to satisfy the conditions within its control.

From the Effective Date until the Closing, the Seller shall not, and shall cause its Affiliates and representatives not to, directly or indirectly solicit, initiate, negotiate, encourage or accept any proposal or offer from any Person other than the Buyer relating to the acquisition of any Purchased Asset or the Business, whether by sale of assets, equity, merger or otherwise, and shall promptly notify the Buyer of any such proposal received.

The Seller shall promptly notify the Buyer in writing of (a) any event, condition or circumstance that has caused or would reasonably be expected to cause any representation or warranty to be untrue or any condition not to be satisfied, and (b) any notice from any Person alleging that its consent is required. No such notice shall be deemed to cure any breach, amend any disclosure or limit any right or remedy of the Buyer.

The Parties shall cooperate in making any filings, notifications and applications required by any Governmental Authority in connection with the transactions contemplated hereby, and the Seller shall provide notice to customers, suppliers and counterparties to the Assigned Contracts, in a form approved by the Buyer, regarding the transfer of the Business.

The obligation of the Buyer to consummate the Closing is subject to the satisfaction, or waiver by the Buyer in its sole discretion, of each of the following conditions on or prior to the Closing Date: (a) the representations and warranties of the Seller shall be true and correct in all respects (or, in the case of those not qualified by materiality, in all material respects) as of the Effective Date and as of the Closing Date; (b) the Seller shall have performed and complied in all respects with all covenants required to be performed by it at or prior to the Closing; (c) no material adverse change in the Business or the Purchased Assets shall have occurred; and (d) the Seller shall have delivered each of the items required by Section 6.

The obligation of the Buyer to consummate the Closing is further subject to: (a) the receipt of all consents, authorizations, approvals, waivers and notices from third parties and Governmental Authorities required in connection with the transactions contemplated hereby, in form and substance satisfactory to the Buyer; (b) the absence of any Law, order, injunction or pending or threatened action that would restrain, prohibit or make unlawful the transactions contemplated hereby or that would adversely affect the Buyer's ownership or operation of the Purchased Assets; and (c) the release of all Encumbrances on the Purchased Assets.

The obligation of the Buyer to consummate the Closing is further subject to: (a) the satisfactory completion by the Buyer, in its sole discretion, of its legal, financial, operational, Tax and environmental due diligence review of the Business and the Purchased Assets; (b) the Buyer having obtained any financing required to fund the Purchase Price on terms acceptable to the Buyer, if so applicable as described in [Financing Condition]; and (c) the key employees identified as [Key Employees] having accepted employment with the Buyer on terms acceptable to the Buyer.

The obligation of the Seller to consummate the Closing is subject to the satisfaction, or waiver by the Seller, of the following conditions: (a) the representations and warranties of the Buyer in Section 8 being true and correct in all material respects as of the Closing Date; (b) the Buyer having performed in all material respects its covenants required to be performed at or prior to the Closing; (c) the Buyer having delivered the items required by Section 6; and (d) the absence of any order or Law prohibiting the Closing.

The Seller shall not be entitled to rely on the failure of any condition in this Section 10 if such failure was caused by the Seller's breach of this Agreement.

If any condition set forth in this Section 10 has not been satisfied or waived by [Outside Date], the Buyer may terminate this Agreement in accordance with Section 15. The Buyer's waiver of any condition, in whole or in part, shall not constitute a waiver of any right to indemnification or any other remedy in respect of the matter to which such condition relates.

In consideration of the Purchase Price, and in order to protect the goodwill and value of the Business acquired by the Buyer, for a period of [number] years from the Closing Date (the "Restricted Period"), the Seller shall not, and shall cause its Affiliates, owners and controlled Persons not to, directly or indirectly, anywhere in [Territory] (the "Territory"), own, manage, operate, control, finance, be employed by, consult for, or otherwise participate in any business that is competitive with the Business as conducted on the Closing Date, being [Description of Restricted Business] (a "Competing Business").

During the Restricted Period, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly: (a) solicit, induce or encourage any customer, supplier, licensor, distributor or other business relation of the Business to terminate, reduce or adversely modify its relationship with the Buyer; (b) solicit for business any Person who was a customer of the Business during the [number] months preceding the Closing Date; or (c) interfere in any manner with the relationships of the Buyer with any such Person.

During the Restricted Period, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly, solicit for employment, hire or engage any Person who is or was employed or engaged by the Buyer in connection with the Business, including any employee transferred to the Buyer under Section 12, other than through general advertisements not targeted at such Persons.

Nothing in this Section 11 shall prohibit the Seller from holding, solely as a passive investment, up to [number]% of any class of securities of a publicly traded company, provided the Seller has no active participation in the management of such company.

The Seller acknowledges that the covenants in this Section 11 are reasonable in scope, duration and territory, are necessary to protect the legitimate business interests of the Buyer and the goodwill of the Business, and constitute a material inducement to the Buyer to enter into this Agreement. The Seller further acknowledges that a breach would cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Buyer shall be entitled to injunctive relief, specific performance and other equitable relief, without the posting of bond and without proof of actual damages, in addition to any other remedy available, including recovery of Losses and an accounting of profits.

Each covenant in this Section 11 is a separate and independent covenant. If any court or tribunal of competent jurisdiction determines that any such covenant is unenforceable as written, it shall be reduced to the minimum extent necessary to render it enforceable and shall be enforced as so modified. The Restricted Period shall be tolled during any period in which the Seller is in breach.

The Buyer may, in its sole discretion and not later than [number] days before the Closing Date, offer employment, effective as of the Closing Date or such later date as the Buyer may determine, to such employees of the Business as the Buyer selects (each employee who accepts such offer and commences employment, a "Transferred Employee"), on such terms and conditions as the Buyer shall determine. Nothing herein obliges the Buyer to offer employment to any employee or to employ any Transferred Employee for any period.

The Seller shall provide the Buyer with complete and accurate information regarding all employees of the Business, including position, compensation, accrued leave, service history, benefits and any disciplinary or legal claims, and shall not discourage any employee from accepting employment with the Buyer. The Seller shall release each Transferred Employee from any non-competition, non-solicitation or confidentiality obligation owed to the Seller that would restrict such employee's work for the Buyer in the Business.

The Seller shall remain solely responsible for, and shall pay and discharge when due, all wages, salaries, bonuses, commissions, accrued vacation, severance, notice pay, benefits, Taxes and other Liabilities relating to the employment or termination of employment of any employee or former employee of the Business arising on or before the Closing Date, and, in respect of any employee who does not become a Transferred Employee, whenever arising.

The Buyer shall not assume, sponsor or have any Liability under any employee benefit plan, program or arrangement of the Seller. The Seller shall retain all Liabilities thereunder, and shall cause each Transferred Employee to be fully vested in his or her accrued benefits under any Seller plan to the extent required by Law.

If the transactions contemplated hereby give rise to an automatic transfer of employees or employment Contracts by operation of Law, the Seller shall be responsible for, and shall indemnify the Buyer against, all Liabilities relating to the period on or before the Closing Date and all Liabilities arising from any failure of the Seller to comply with any information or consultation obligations. The Seller shall also be responsible for any severance or termination costs incurred by the Buyer if any such employee is dismissed within [number] months after the Closing as a result of such automatic transfer.

The Seller shall be responsible for complying with all notice, consultation and collective-redundancy obligations applicable to it in connection with the transactions contemplated hereby. Nothing in this Section 12 shall create any third-party beneficiary rights in any employee, or be construed as an amendment to any benefit plan.

All transfer, sales, use, value added, stamp, registration, documentary, conveyance and similar Taxes, and all recording and filing fees, arising out of or in connection with the transfer of the Purchased Assets pursuant to this Agreement ("Transfer Taxes") shall be borne and paid by the Seller when due. The Seller shall, at its own expense, timely file all Tax returns and other documentation with respect to Transfer Taxes, and the Buyer shall cooperate as reasonably required.

The Seller shall be liable for, and shall pay or cause to be paid, all Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or before the Closing Date and for the portion ending on the Closing Date of any period beginning before and ending after the Closing Date (the "Pre-Closing Tax Period"), and all Taxes of the Seller or any of its Affiliates for any period.

Property, ad valorem and similar periodic Taxes on the Purchased Assets for any period that begins before and ends after the Closing Date shall be apportioned between the Seller and the Buyer on a daily basis as of the Closing Date, with the Seller bearing the portion attributable to the period through the Closing Date. If the Buyer pays any amount for which the Seller is responsible, the Seller shall reimburse the Buyer within [number] Business Days of demand.

The Seller shall provide to the Buyer at the Closing all Tax clearance certificates, or equivalent evidence, required by any Governmental Authority to confirm that no Taxes are owed that could become a Liability of the Buyer or a charge on the Purchased Assets. If any such certificate is unavailable, the Buyer may withhold from the Closing Payment, or from the Escrow Amount, an amount reasonably sufficient to cover the potential Liability.

The Parties shall cooperate fully, as and to the extent reasonably requested by the other, in connection with the preparation and filing of Tax returns and any audit, litigation or other proceeding relating to the Business or the Purchased Assets, including by retaining and providing records and information and making personnel available. The Seller shall promptly notify the Buyer of any Tax audit, assessment or inquiry that could affect the Buyer or the Purchased Assets.

Any payment made under Section 14 shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, to the extent permitted by Law. If any indemnification payment is subject to Tax in the hands of the Buyer, the Seller shall pay such additional amount as is necessary so that the Buyer receives, after Tax, the amount it would have received had no Tax been imposed.

The covenants in this Section 13 shall survive the Closing until [number] days after the expiration of the applicable statute of limitations, including extensions and waivers thereof.

The representations and warranties of the Seller in this Agreement and in any certificate delivered hereunder shall survive the Closing and continue in full force and effect for a period of [number] years after the Closing Date, except that the representations and warranties in respect of organization and authority, title and sufficiency of assets, Taxes, employees and brokers (the "Fundamental Representations"), and any claim based on fraud, shall survive until [number] days after the expiration of the applicable statute of limitations. The covenants of the Seller shall survive in accordance with their terms or, if no term is specified, indefinitely. Any claim notified in writing prior to the expiry of the relevant period shall survive until finally resolved.

From and after the Closing, the Seller shall indemnify, defend and hold harmless the Buyer, its Affiliates and their respective directors, officers, employees, agents, successors and assigns (the "Buyer Indemnitees") from and against any and all Losses incurred or suffered by any Buyer Indemnitee arising out of, relating to or resulting from: (a) any inaccuracy in or breach of any representation or warranty of the Seller in any Transaction Document; (b) any breach or non-fulfillment of any covenant or agreement of the Seller in any Transaction Document; (c) any Excluded Asset or Excluded Liability; (d) the ownership or operation of the Business or the Purchased Assets on or before the Closing Date; (e) any Taxes for which the Seller is responsible under Section 13; (f) any claim by any employee or former employee of the Seller; (g) any claim by any broker or finder engaged by the Seller; and (h) any fraud, wilful misconduct or intentional misrepresentation of the Seller.

The Seller's liability under this Section 14 shall not be subject to any cap, ceiling or maximum amount, or to any deductible, threshold, basket or de minimis amount, and shall extend to all Losses incurred by the Buyer Indemnitees. For purposes of determining the existence of any breach and the amount of Losses, all materiality, material adverse change and similar qualifiers in any representation or warranty shall be disregarded.

The Buyer shall notify the Seller in writing of any claim for indemnification, describing in reasonable detail, to the extent then known, the facts giving rise thereto, provided that any delay or failure to give notice shall not relieve the Seller of its obligations except to the extent it is actually and materially prejudiced thereby. In the case of any third-party claim, the Buyer shall be entitled to control the defense, with counsel of its choosing, at the Seller's expense, and shall not settle such claim without consulting the Seller in good faith. The Seller may participate in the defense at its own expense but shall not settle any claim without the Buyer's prior written consent.

Any Losses payable to a Buyer Indemnitee shall be satisfied, at the Buyer's election and in such order as the Buyer determines, (a) from the Escrow Amount, (b) directly by the Seller within [number] Business Days of written demand, and (c) by set-off against any amount otherwise payable by the Buyer to the Seller under any Transaction Document. Recourse to the Escrow Amount shall not be a limitation on or the exclusive remedy for the Seller's obligations, and the Seller shall remain liable for any amount in excess of the Escrow Amount.

The rights of the Buyer Indemnitees to indemnification, payment, reimbursement or any other remedy shall not be affected by any investigation conducted or knowledge acquired, or capable of being acquired, at any time, whether before or after the Effective Date or the Closing Date, or by the waiver of any condition to Closing. The Buyer Indemnitees' remedies under this Section 14 are cumulative and in addition to any other right or remedy available under this Agreement, by Law or otherwise, including specific performance and injunctive relief.

The Seller waives any right of contribution, indemnification or subrogation against the Buyer, any Transferred Employee or any Buyer Indemnitee with respect to any amount for which the Seller is liable hereunder. The Seller shall, upon the Buyer's request, provide reasonable evidence of its continuing financial capacity to perform its obligations under this Section 14.

The Seller shall indemnify the Buyer Indemnitees against the Losses in this Section 14 regardless of whether such Losses arise from a claim by a third party or are incurred directly by a Buyer Indemnitee. Indemnification payments shall be made without deduction or withholding, and shall bear interest in accordance with Section 5 from the date of demand.

The Buyer shall indemnify the Seller against Losses arising from any breach by the Buyer of its representations and warranties in Section 8 or its covenants in this Agreement, and from the Assumed Liabilities, provided that such liability shall in no event exceed the Purchase Price actually paid.

This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of the Buyer and the Seller; (b) by the Buyer, by written notice to the Seller, if the Seller has breached any representation, warranty, covenant or agreement in this Agreement such that any condition in Section 10 would not be satisfied, and such breach is incapable of cure or has not been cured within [number] days after notice thereof; (c) by the Buyer, if any condition in Section 10 for the benefit of the Buyer has become incapable of satisfaction by [Outside Date]; or (d) by the Buyer, at any time, if a material adverse change has occurred in the Business or the Purchased Assets.

The Seller may terminate this Agreement by written notice to the Buyer if the Buyer has materially breached any of its representations, warranties or covenants in this Agreement, such that a condition in Section 10 for the benefit of the Seller would not be satisfied, and such breach has not been cured within [number] days after written notice thereof from the Seller, provided that the Seller is not then itself in material breach.

Either Party may terminate this Agreement by written notice if the Closing has not occurred by [Outside Date], provided that this right shall not be available to a Party whose breach has been the principal cause of the failure of the Closing to occur by such date, or if a Governmental Authority has issued a final, non-appealable order permanently prohibiting the Closing.

If this Agreement is terminated pursuant to this Section 15, it shall become void and of no further force or effect, without Liability of any Party, except that (a) Sections 16, 17 and 18, this Section 15 and any accrued rights shall survive, and (b) no termination shall relieve any Party from Liability for fraud or for any willful or intentional breach of this Agreement occurring prior to termination.

If the Buyer terminates this Agreement under Section 15(b) or 15(c) as a result of a breach by the Seller, or if the Seller breaches Section 9 regarding exclusivity, the Seller shall reimburse the Buyer, within [number] Business Days of demand, for all documented out-of-pocket costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including fees of legal, accounting, financial and other advisors, and shall pay a termination fee of [Termination Fee], which the Parties agree is a reasonable estimate of the Buyer's damages and not a penalty. The foregoing shall not limit the Buyer's other remedies, including specific performance.

Upon any termination, each Party shall return or destroy all confidential information of the other Party, in accordance with Section 16, and the Seller shall promptly return any deposit or other amount paid by the Buyer.

Each Party shall hold in strict confidence, and shall not disclose or use for any purpose other than the performance of this Agreement, any non-public information concerning the terms of this Agreement and the transactions contemplated hereby, and any confidential or proprietary information of the other Party obtained in connection herewith ("Confidential Information"), except as permitted by this Section 16.

From and after the Closing, all confidential and proprietary information relating to the Business, the Purchased Assets and the Assumed Liabilities, including customer and supplier information, pricing, know-how, trade secrets and financial information, shall constitute Confidential Information of the Buyer, and the Seller shall, and shall cause its Affiliates and representatives to, keep such information confidential and not use or disclose it, and shall return or destroy all copies in its possession.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in the possession of the receiving Party before disclosure by the disclosing Party, as evidenced by written records; or (c) is lawfully received from a third party without a duty of confidentiality. This exception shall not apply to information relating to the Business or the Purchased Assets in the hands of the Seller after the Closing.

A Party may disclose Confidential Information (a) to its Affiliates, directors, officers, employees, lenders, investors, insurers and professional advisors who need to know it and who are bound by confidentiality obligations no less protective than those herein, and (b) to the extent required by Law, a Governmental Authority or the rules of any securities exchange, provided that, where lawful, the disclosing Party gives the other prompt prior written notice and cooperates in any effort to seek protective treatment.

No Party shall issue any press release or make any public announcement concerning this Agreement or the transactions contemplated hereby without the prior written consent of the Buyer, in the case of any announcement by the Seller, or of the Seller, in the case of any announcement by the Buyer, such consent not to be unreasonably withheld, except as required by Law. After the Closing, the Buyer may make such announcements regarding the acquisition of the Business as it considers appropriate, without disclosing the Purchase Price unless required by Law.

The obligations in this Section 16 shall survive the Closing and any termination of this Agreement for a period of [number] years, and, in respect of trade secrets and information relating to the Business following the Closing, for so long as such information remains confidential. The Parties acknowledge that monetary damages would be inadequate for any breach hereof, and that the aggrieved Party shall be entitled to seek injunctive relief without the necessity of posting bond.

This Agreement, and any dispute, controversy or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, breach or termination, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without giving effect to any conflict-of-laws principles that would result in the application of the laws of another jurisdiction.

The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiation between senior executives of the Parties. Either Party may initiate such negotiation by written notice describing the dispute (a "Dispute Notice"). If the dispute is not resolved within [number] days after receipt of the Dispute Notice, either Party may refer the dispute to final resolution in accordance with this Section 17.

Any dispute not resolved under the preceding clause shall be finally settled by arbitration administered by [Arbitration Institution] in accordance with its rules in force at the time of the commencement of the arbitration. The tribunal shall consist of [one/three] arbitrator(s) appointed in accordance with such rules. The seat of arbitration shall be [City, Country], and the language of the arbitration shall be English. The award shall be final and binding on the Parties, and judgment thereon may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, the Buyer may at any time, without first complying with the negotiation or arbitration provisions, seek interim, injunctive, conservatory or other equitable relief, including specific performance, from any court of competent jurisdiction, including to enforce Sections 11 and 16 and to preserve the Purchased Assets and the Escrow Amount. For this purpose, the Seller irrevocably submits to the non-exclusive jurisdiction of the courts of [Jurisdiction/City] and waives any objection based on inconvenient forum.

The arbitral tribunal shall be authorized to award the prevailing Party its reasonable legal fees, costs and expenses. The Parties shall keep the existence and content of any arbitration, and all materials and awards, confidential, except as required by Law or to enforce or challenge an award.

The Parties shall continue to perform their respective obligations under this Agreement pending the resolution of any dispute, except to the extent such obligations are the subject of the dispute. The Seller waives any right to seek the release of the Escrow Amount to itself, or to terminate or rescind this Agreement following the Closing, as a remedy for any dispute, its remedies being limited to damages and specific performance.

Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement, except as otherwise provided herein; provided that the Seller shall bear all costs of obtaining third-party consents, discharging Encumbrances, and the fees of any broker or finder engaged by it.

Any notice, request, consent or other communication under this Agreement shall be in writing in English and shall be delivered by hand, by internationally recognized courier, or by email with confirmation of transmission, to the following addresses (or such other address as a Party may designate by notice): if to the Seller, [Seller Notice Address, Email and Attention]; if to the Buyer, [Buyer Notice Address, Email and Attention], with a copy (which shall not constitute notice) to [Buyer's Counsel]. Notices shall be deemed received upon delivery if by hand or courier, or on the next Business Day after transmission if by email.

This Agreement, together with the other Transaction Documents, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. In the event of a conflict between this Agreement and any other Transaction Document, this Agreement shall prevail, except in the case of the Escrow Agreement as to the mechanics of the Escrow Agent's duties.

This Agreement may be amended, modified or supplemented only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver thereof. A waiver on one occasion shall not be a waiver on any other occasion.

The Seller may not assign, delegate or transfer this Agreement or any right or obligation hereunder without the prior written consent of the Buyer. The Buyer may, without the Seller's consent, assign any or all of its rights and obligations hereunder to any Affiliate, to any lender as collateral security, or to any purchaser of all or substantially all of the Business or the Purchased Assets, and the Seller's obligations shall inure to the benefit of such assignee. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect, without affecting the validity or enforceability of such provision in any other jurisdiction.

Except for the Buyer Indemnitees, who are intended third-party beneficiaries of Section 14, nothing in this Agreement confers any right or remedy upon any Person other than the Parties. No Party shall be liable for any failure to perform caused by events beyond its reasonable control, except that this shall not excuse any payment obligation or any obligation of the Seller under Sections 9 and 14.

Time is of the essence with respect to the obligations of the Seller hereunder. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument, and signatures delivered by electronic means shall be valid and binding.