The asset purchase agreement often contains statements that the seller will sue the business in its normal and normal course, as if the asset purchase agreement had not been signed. This way, the buyer can be sure that he will have the opportunity to take over a business that generates money in the same way it was even before the sale was contemplated. 9.1 Assignment. Neither this Agreement nor the rights or obligations of either party may be transferred or assigned to anyone unless there is a written agreement signed by each party. The seller wishes to transfer certain assets of the franchise business to the buyer and terminate the relationship created by the franchise agreement; There is no fixed form for an asset purchase agreement, although, as with the franchise agreement, all these agreements have common elements, including the following: 5.1 Company. If the seller is a company or limited liability company, it is properly organized and exists validly according to the laws of its state of incorporation or incorporation. Seller has all necessary powers and powers to enter into and perform its obligations under this Agreement and any other agreement to be performed and delivered by Seller under this Agreement and to carry out the transactions provided for herein. The seller developed the AR accounts while operating as a snap-on franchisee and in the normal course of the seller`s franchise business. 3. Termination of the Franchise Agreement, etc. Seller and Snap-on agree that the Franchise Agreement and any ancillary agreements between Seller and Snap-on or Snap-on affiliates will terminate and shall have no force and effect once all the terms of this Agreement have been fulfilled by the parties. All provisions relating to Seller`s post-termination activities set forth in the Franchise Agreement shall remain in full force and effect upon termination of this Agreement. 2.1 Purchase Price.

The purchase price of the assets is the same as specified in Schedule 1 (the “Purchase Price”). The parties agree that the purchase price represents the negotiated value attributed to the various classes of assets listed in Schedule 1, the value of which represents in good faith the fair value of the assets. The purchase price of all assets is paid in cash at closing (defined below) by a certified or official bank check. Seller acknowledges that the amount determined in relation to the AR Accounts listed in Schedule 1 is the sum of 75% of the amount of each AR Account listed (such amount is referred to as the “net worth” of each such Account) and Seller and Buyer have agreed that the RA Accounts transferred pursuant to this Agreement will be transferred to the net worth of all accounts transferred. Inventory is the type of inventory that the seller transfers to the buyer, e.B. Forms, business cards, credit card processing forms and many other types of inventory. For example, a franchisee may have key chains, blank membership forms, cleaning and office supplies, branded products, and accessories. Serious money is usually deposited to show as a gesture of good faith. Earnest Money is a deposit in the future purchase of a franchise or business. Typically, Earnest Money is deposited into a trust account of the lawyer`s client and will be refunded if the business transaction is not completed. An asset purchase agreement must include the purchase price. The asset purchase agreement also includes the amount of the payment and the type of funds to be paid at closing, such as.B.

certified funds or electronic bank transfers. As a general rule, it may be necessary for an escrow agreement to be signed by both the buyer and seller if a third party holds and transfers funds in connection with the purchase and sale of the franchise or business. In this section, it should be explained that the purchase price should be lower than serious money. 5.7 Contracts or Other Agreements. Seller has provided Buyer with copies and/or descriptions of any contract or other agreement affecting the assets purchased and sold hereunder. Seller has fulfilled all required obligations of Seller in connection with such contracts or other agreements and Seller is not in default. Neither the performance or delivery of this Agreement nor the completion of the transactions contemplated herein shall constitute: (a) a breach, breach or termination of this Agreement in breach of any provision of such agreements and other agreements to which Seller is a party or to which Seller is bound; (b) lead to the establishment or imposition of a lien on any of the assets; or (c) violate any law, regulation, judgment, rule, order or other restriction of any kind applicable to Seller or the Assets. Notwithstanding the foregoing, this Agreement will not affect, release or delete any representations, warranties and understandings made or confirmed in this Agreement. (c) Prior to closing, sellers and buyers must verify with customers the accuracy of the AR accounts and the balance of each AR account to be purchased.

The purchase price will be reduced by the net worth of an AR account that the buyer will not purchase at the time of closing, or by a reduction in the net worth of an AR account as agreed between the seller and the buyer. The purchase price increases by the net worth of any additional AR account that the buyer acquires at the time of closing or increasing the net worth of an AR account as agreed between the seller and the buyer. C. The parties have entered into an agreement under which Buyer will acquire Seller`s Assets at a purchase price and on the terms set forth herein. Names the parties to the transaction. The “Seller” is the Franchisee and the “Buyer” (or “Buyer”) is the third party. Any additional provisions that are not already included in the asset purchase agreement are included here. The purpose of an asset purchase agreement is to define the essential terms of a transaction. The basic business transaction is the purchase and sale of a business. Typically, an asset purchase agreement is used because a buyer buys assets from a company.

Typically, a buyer acquires all of the seller`s rights, title, and interest in the assets. The seller must transfer the assts upon the sale of the company freely and free of any privilege and charge. Upon conclusion, the seller executes a purchase contract. A purchase contract transfers to the buyer ownership of personal and commercial property such as furniture, furniture and equipment, free and free of any privileges. In general, a UCC search is performed to determine if the seller has any privileges that need to be clarified before closing. In Illinois, a UCC search is performed on the Illinois Secretary of State`s website. Often, a contract contains recitals, which are usually a series of paragraphs that indicate the position of each party in the transaction and recognize that the seller is a franchisee of the franchise system. These paragraphs are not considered part of binding agreements unless they are subsequently “incorporated” into the contract by the appropriate language. 4.2 Transfer of assets that are not AR accounts. Upon closing, Seller will sell, transfer, assign, grant, deliver and transfer to Buyer all right, title and interest in and to the Assets (other than RA Accounts), free and free of any lien, pledge, claim, costs, security or charges of any kind (collectively, the “Liens”). The transfer of such assets shall be demonstrated by seller`s delivery of a Xxxx of the Sale to Buyer essentially in the form set forth herein as Appendix B and assignments and other transfer documents that are acceptable in form and content to Buyer in its reasonable discretion. A well-drafted asset purchase agreement defines the assets included and excluded when the franchise or business is sold.

Excluded assets typically include assets owned by the seller, such as accounts receivable and credit card payments related to the business or franchise prior to closing. In addition, excluded assets are assets that the seller does not have the right to transfer because he does not own the assets. These assets include, such as leased equipment, utility depots and other deposits, including lease deposits. In addition, all insurance policies relating to the ownership or operation of the business must be excluded. Seller is entitled to unearned premiums, refunds and all claims and contingent claims under these insurance policies. A franchisee may also not have the intellectual property rights to the company name because the intellectual property rights and naming rights belong to the franchisor. One. Seller represents to Snap-on that it owns all right, title and interest in and to the assets transferred to Buyer and that the purchase price paid by Buyer for assets acquired by Seller and the terms of payment are identical to the purchase price and the terms contained in the right of first refusal previously granted to Snapâon by Seller. 5. General approval by the Seller. PLEASE READ CAREFULLY.

THIS AGREEMENT CONTAINS A DISCHARGE OF KNOWN AND UNKNOWN CLAIMS. .