资产购买协议

目录

条款

条款1 定义与解释

条款2 购买价格

条款3 资产转移

条款4 雇员

条款5 交付

条款6 交付后的契约

条款7 声明与保证

条款8 违约，期限和终止

条款9 保密

条款10 附则

附件：

附件一 转移的资产

附件二 转移资产的计划和付款方式

附件三 设备租赁协议

本资产采购协议由以下双方签署：在中华人民共和国法律下建立的外商独资企业及其境内的主要经营地点（甲方）和中华人民共和国（乙方）

鉴于

第一，甲方是国际顶尖的自动化设备的制造商，自产自销并且提供技术咨询服务。 第二，乙方是自动化设备零件的杰出制造商，在中国拥有并经营一家工厂。 第三，双方已经就乙方向甲方转移某些资产进行了商榷，甲方希望从乙方买入此等资产，而乙方也同意卖给甲方该等资产，符合以下规定的条款和条件。

因此，该等法律考虑到双方事前做出的的声明，保障，契约和协议，希望双方以此方式受到法律约束，双方达成以下协议：

条款1：定义和解释

1.1 定义。除非本协议中另有规定，以下词语在本协议中具有含义如下：

批准当局：批准当局：意为有权利批准该协议及在此之下所计划的交易，包括与 页数

此相关的其他文件的中国政府部门

交付：是指本协议所规定的交易的结束，第五条有细节描述

交付日期：意为交付发生的那一天，5.1和5.2有详细说明

保密信息：是指属于其中任何一方的机密或专有信息,而另一方可以在执行本合同或者其规定的交易中来获取该等信息，包括但不限于有关其中一方业务运营、客户、制造工艺和技术等方面的信息,不管这些信息的存储格式及资产转移期间工厂的运作情况。

生效日期：意为本合同的生效日期，即本文第一次规定的日期

雇员：指甲方根据本协议规定可能雇用的乙方的所有员工

设备：指经营地处不动产上的工厂所需要的机器及其他设备

工厂：指乙方地处不动产上的工厂

不可抗力：是指任何地震、风暴、火灾、洪水、法律变动,劳资争议或罢工、战争或其它重大事件或自然灾害或合同生效期后由人为因素引起不可预见(或者,如果合理预见到,却不可避免),在任何一方的控制之外,并会妨碍本协议中的任何一方全部或者部分履行协议。

危险物品：是指任何对人类、动物、植物的健康、舒适和幸福有害或者危险的物质，有毒物质和工业废料

所有权：是指公民财产权利以及按照本协议所规定的方式从甲方出售或者转移至乙方的资产，其中包括国有土地使用权、建筑场地不动产的所有权和设备; 中华人民共和国法律:意为所有中华人民共和国内生效的法律法规,包括法律、法规,决议、决定、法令和政府机构的政令和立法、行政或司法机构的其他文档

第二篇：资产购买协议英文样本Sample Asset Purchase Agreement

Sample Asset Sales ? Purchase Agreement

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, is made this ____ day of ______________, 2004, by and among RODNEY

DANGERFIELD and RODNEY PRODUCTIONS, INC., a Corporation organized under the laws of the State of California

(hereinafter collectively known as "Seller") and JOE STANDUP (hereinafter known as "Buyer"). Buyer and Seller shall collectivelybe known herein as "the Parties".

BACKGROUND

WHEREAS, Seller desires to sell various assets, known herein as the "Acquired Assets", under the terms and conditions set forthbelow;

WHEREAS, Buyer desires to purchase the assets offered for sale by Seller under the terms and conditions set forth below; and

IN CONSIDERATION of the mutual promises and other valuable consideration exchanged by the Parties as set forth herein, theParties, intending to be legally bound, hereby agree as follows:

A. Description of the Assets.

1. immediately below that are being purchased by Buyer under this agreement:

a. Rodney's library of jokes

b. Intellectual property rights to the phrase "I don't get no respect"

c. Future royalty rights of Rodney from the movie Caddyshack.

2. Buyer pursuant to this agreement and, therefore, under this agreement Buyer acquires no ownership in any assets

of Seller other than those known herein as the Acquired Assets.

B. Consideration.

1. Buyer under this agreement) to be paid by Buyer to Seller for the Acquired Assets is $100,000 (hereinafter

"Purchase Price"). The Purchase Price consists of a cash payment in the amount of $70,000 to be made on or

before the execution of this agreement and liabilities of Seller to be assumed by Buyer in the amount of $30,000

(hereinafter "Assumed Liabilities").

a. Buyer in the amounts and as described below:

Low Down Bar & Grill

Sally's Lounge$ 10,000$ 20,000

Buyer shall not assume nor have any responsibility with respect to any obligation or debt of Seller

"Assumed Liabilities".

http://yunfile.com/ls/translation168/1. (jointly and severally if there is more than one Seller) makes the following representations and warranties toC. Representations and Warranties.

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Buyer:

a. Seller possesses clear title to all Acquired Assets free of any claims, encumbrances or liens of third

parties other than those disclosed in writing to Buyer prior to the execution of this agreement,

b. Seller is not subject to any unpaid tax assessments nor liens other than those disclosed in writing to

Buyer prior to the execution of this agreement,

c. The Acquired Assets contain no hidden damages or defects known to Seller other than those disclosed

in writing to Buyer prior to the execution of this agreement,

d. Seller is not insolvent at the time of the sale.

2. to the Seller by the Buyer other than those already contained in other sections of this asset sales agreement such

as the promise to make future payments (if any).

3. (if any) shall continue in full force and effect after execution of this agreement. If either party later learns that a

warranty or representation that it made is untrue, it is under a duty to promptly disclose this information to the

other party in writing. No representation or warranty contained herein shall be deemed to have been waived or

impaired by any investigation made by or knowledge of the other party to this Agreement.

D. Noncompete Agreement. For a period of twelve (12) months after the date of this Agreement (to be known as the

"Noncompete Period"), Seller shall not directly or indirectly solicit business from customers or clients of Buyerengage in (as an employee, principal, shareholder, partner, consultant or any other capacity) any enterprise conducting

business activities that are the same or similar to those of Buyer within the "the Noncompete Geographic Area" (defined

below). Finally, during the Noncompete Period, Seller shall not directly or indirectly solicit any employee of Buyer for

employment elsewhere (i.e., employment with any person or entity other than Buyer).

1. Seller's bar from soliciting business from "customers or clients" of Buyer applies to all individuals or entities

who were or are "customers or clients" of Buyer at any time during the Noncompete Period.

2. The term "Noncompete Geographic Area", for purposes of this agreement, shall be defined as Continental

United States.

E. Interest rate on all late payments of the Purchase Price. The interest rate on all late payments of the Purchase Price

made by Buyer to Seller under this agreement shall be 8% per annum to be compounded annually.

F. Documents to be signed by Seller. Seller shall execute all instruments of sale, transfer, conveyance and assignment (such

as a deed or title) as Buyer reasonable requests to effect and complete transfer of the Acquired Assets.

G. Indemnification of Attorneys Fees and out?of?pocket costs. Should any party materially breach this agreement

(including representations and warranties made to the other side), the non?breaching party shall be indemnified by the

breaching party for its reasonable attorneys fees and out?of?pocket costs which in any way relate to, or were precipitated

by, the breach of this contract (including the breach of representations or warranties). This provision shall not limit in any

way the remedies either party may have otherwise possessed in law or equity relative to a breach of this contract. The term

H. Integration. This Agreement, including the attachments mentioned in the body as incorporated by reference, sets forth the

entire agreement between the Parties with regard to the subject matter hereof. All prior agreements, representations and

warranties, express or implied, oral or written, with respect to the subject matter hereof, are hereby superseded by this

agreement. This is an integrated agreement.

I. Severability. In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision

shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the

remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If

any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the

scope and breadth permitted by law.

J. Modification. Except as otherwise provided in this document, this agreement may be modified, superseded, or voided

not be construed as a modification or termination of the agreement contained herein.

K. Acknowledgements. Each party acknowledges that he or she has had an adequate opportunity to read and study this

Agreement, to consider it, to consult with attorneys if he or she has so desired.

L. Exclusive Jurisdiction for Suit in Case of Breach. The Parties, by entering into this agreement, submit to jurisdiction in

Los Angeles, CA for adjudication of any disputes and/or claims between the parties under this agreement. Furthermore,

the parties hereby agree that the courts of Los Angeles, CA shall have exclusive jurisdiction over any disputes between the

parties relative to this agreement, whether said disputes sounds in contract, tort, or other areas of the law.

M. State Law. This Agreement shall be interpreted under, and governed by, the laws of the state of California.

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IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, Seller and Buyer affix their signatureshereto.

SELLER(S)BUYER(S)

___________________________________

Rodney Dangerfield

Dated: _____________ ____, 2004___________________________________Joe StandupDated: _____________ ____, 2004

___________________________________

Rodney Productions, Inc.

By:

Title:

Dated: _____________ ____, 2004

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(Note: This page is not to be attached to your Asset Sales Contract.)

INSTRUCTIONS REGARDING EXECUTION OF YOUR

Asset Sales Contract

A. Attachments. Please remember that in responding to our questionnaire, you indicated that you would prepare the

following separate attachments to go with this agreement:

1. Attachment 1: [Not used with this agreement??Description of assets to be sold];

2. Attachment 2: [Not used with this agreement??list of the dates and amounts of all payments of the purchase

price];

3. Attachment #3: [Not used with this agreement??detailed description of all debts of the Seller that the Buyer is

assuming].

If you are to create an attachment for this contract, make sure it has a bold?type heading ATTACHMENT #__ (with the

correction number for your attachment inserted, i.e., 1, 2 or 3. All attachments should be made part of the contract when it

is executed and attached to each party's original. Do not add the attachments later.

B. Read the entire contract carefully, but we suggest that you pay special attention to the representations and warranties given

by the buyer and seller in "Section C" of the contract. If there are any item(s) that require disclosure in writing to the other

party, it is a sound practice to attach a copy of the written disclosure to the contract.

C. We recommend that you execute two originals of your Asset Sales Agreement??one for the buyer to retain and the other

for the seller.

D. We recommend that you consult your tax accountant or lawyer before entering into this agreement to have the tax

consequences of this transaction explained or verified for you.

E. database for 60 days after the date of purchase. You may go to the User Administration section of our site to call up your

form questionnaire and make changes??the URL is . You shall need your "user name"

and "password" to re?enter the system. Once in the User Administration area, click on the text link to your form

questionnaire which is located on the upper?left of the page. Make the desired changes to your responses in the

questionnaire and submit to create a revised document. If you have problems calling up your old data, email us at

. We do our best to give a prompt response to all inquiries, usually within a few hours.

NOTE: Upon registration, our system emailed to you our record of your "user name" and "password".

The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This service is not a

substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an

attorney. No attorney?client relationship is established by use of our online legal forms system and the user is not to rely

upon any information found anywhere on our site. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO

WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document found on our site is

right for you or desire representations and warranties upon the legality of the document you are purchasing in the

jurisdiction you will be using it, contact an attorney licensed to practice law in your state.

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