FREE Australian Asset Purchase Agreement

ASSET PURCHASE AGREEMENT



This Asset Purchase Agreement (“Agreement”) is made on [Date] by and between:



[Name of Company], having its registered office at [Address] hereinafter referred as the "Buyer",



AND



[Name of Company], having its registered office at [Address] hereinafter referred as the "Sellers".



A. The Seller is engaged interalia, in the business of [Describe the business of the Seller] (the "Business").



B. Buyer desires to purchase from Sellers and Sellers desire to sell to Buyer, all of Sellers' assets and goodwill used in, or useful to and related to the operation of the Business at the date of this Agreement, on the terms and conditions set forth in this Agreement.



Purchase of Assets:



Seller hereby agrees to Sell and Buyer agrees to buy the assets listed on Exhibit A attached hereto for the purchase price of _____________________________.



Covenants of Seller:



Seller hereby covenants and agrees with Buyer that:



Until the execution of this Agreement, the Seller shall use its best efforts to maintain its current relationships with suppliers, customers and others having business relations with Seller in connection with the Purchased Assets.



Until the Closing, except as may be first approved in writing by Buyer or as is otherwise permitted or contemplated by this Agreement, Seller shall conduct its business and all transactions with respect to the Purchased Assets, only in the usual and ordinary course of business consistent with Seller's past practice.





Delivery and Condition of the Purchased Assets:



Immediately upon execution of this Agreement, the Seller shall be deemed to have fully and completely transferred to Buyer all his rights, title and interest, in all the Purchased Assets. The Seller shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Purchased Assets from and after the execution of this Agreement.



Buyer agrees that it is purchasing and shall take possession of the Purchased Assets in their AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Purchased Assets as it has deemed necessary or appropriate for the purposes of this Agreement.





Default:



If Seller fails to make the required deliveries at the Closing or otherwise defaults under this Agreement, then Buyer shall have the right to terminate this Agreement and thereupon this Agreement shall be null and void and of no legal effect whatsoever.



Termination:



This Agreement may be terminated by anytime before the final execution by (a) mutual consent of both the parties by serving one-week notice.





Governing Law:



This Agreement shall be governed by and construed in accordance with the laws of the State of [State], Australia.



Counterparts:



This Agreement may be executed in one or more counterparts all of which when taken together constitute one and the same instruments. A signed counterpart is as binding as an original.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.



SELLER:

______________________________________

Date:



Buyer:

________________________________________

Date: