Free Restaurant Asset Purchase Agreement

I. The Parties

This Restaurant Asset Purchase Agreement ("Agreement") is made and entered into on [Month Day, Year] ("Effective Date") by and between [Seller's Name] of [Your Company Name] (the "Seller") with a primary place of business at [Your Company Address] and [Buyer's Name] (the "Buyer") with a place of business at [Buyer's Address] collectively referred to as the ("Parties").

WHEREAS, Seller owns and operates a restaurant located at [Your Company Address] ("Restaurant");

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain assets of the Restaurant, subject to the terms and conditions set forth in this Agreement;

WHEREAS, Seller desires to transfer to Buyer, and Buyer desires to acquire from Seller, specific tangible and intangible assets related to the Restaurant's operation;

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

II. Purchase and Sale of Assets

The Seller agrees to sell, transfer, and assign to the Buyer, and the Buyer agrees to purchase from the Seller, all of the assets, properties, and rights of the Seller used in connection with the Business (collectively, the “Assets”).

A. Description of Assets

1. Inventory: The Assets include all inventory currently held by the Seller related to the operation of the Restaurant. This includes, but is not limited to, food and beverage supplies, cleaning supplies, and any other items necessary for the day-to-day operation of the Restaurant.

2. Equipment and Fixtures: The Assets also include all equipment and fixtures currently used in the operation of the Restaurant. This includes kitchen appliances, tables, chairs, lighting fixtures, and any other items affixed to the premises of the Restaurant.

3. Leasehold Improvements: Any improvements made to the leased premises of the Restaurant are also included in the Assets.

B. Intangible Assets

1. Trade Names and Trademarks: The Assets include all trade names and trademarks associated with the Business. This includes the name of the Restaurant and any logos or other branding materials used in the operation of the Business.

2. Goodwill: The Assets also include the goodwill associated with the Business. This refers to the reputation and customer relationships that the Business has developed over time.

C. Exclusions from Assets

1. Excluded Assets: Notwithstanding the above, the Assets do not include any cash or cash equivalents held by the Seller.

2. Non-Transferable Assets: Any assets that are non-transferable or where transfer is prohibited by law or contract are also excluded from the Assets.

III. Purchase Price

The purchase price for the Assets shall be [$700,000] (the “Purchase Price”).

A. Payment Terms

1. Form of Payment: The Purchase Price shall be payable in cash at the closing of the transactions contemplated by this Agreement (“Closing”).

2. Payment Schedule: Unless otherwise agreed in writing by the Parties, the Purchase Price shall be paid in full at the Closing.

3. Adjustments: The Purchase Price may be subject to adjustments as agreed upon by the Parties in writing.

B. Allocation of Purchase Price

1. Allocation Among Assets: The Purchase Price shall be allocated among the Assets in a manner agreed upon by the Parties.

2. Tax Considerations: The allocation of the Purchase Price shall be done in a manner that is compliant with applicable tax laws and regulations.

C. Closing Costs

1. Seller’s Costs: The Seller shall be responsible for any costs associated with the preparation and execution of this Agreement and the transfer of the Assets.

2. Buyer’s Costs: The Buyer shall be responsible for any costs associated with the due diligence, inspection, and acquisition of the Assets.

IV. Closing

A. Closing Date and Time

1. Scheduled Date: The Closing is scheduled to take place on [Month Day, Year].

2. Scheduled Time: The Closing is scheduled to occur at [10:00 am] local time.

3. Flexibility: The date and time of the Closing may be adjusted if both Parties agree in writing.

B. Closing Location

1. Primary Location: The primary location for the Closing is the offices of [Closing Location].

2. Alternative Locations: If necessary, the Parties may agree to hold the Closing at an alternative location.

C. Deliverables at Closing

1. Bill of Sale: At the Closing, the Seller shall deliver to the Buyer a bill of sale for the Assets.

2. Other Instruments of Transfer: The Seller shall also provide any other instruments of transfer necessary to convey the Assets to the Buyer, free and clear of all liens and encumbrances.

V. Representations and Warranties of Seller

The Seller represents and warrants to the Buyer that:

A. Title and Authority

1. Good and Marketable Title: The Seller has a good and marketable title to the Assets, free and clear of all liens and encumbrances. This means that the Seller is the legal owner of the Assets and there are no claims or rights on the Assets by any third party.

2. Authority to Sell: The Seller has the full right, power, and authority to sell, transfer, and convey the Assets to the Buyer. This means that there are no restrictions or limitations on the Seller’s ability to sell the Assets.

3. Corporate Authorization: The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller. This means that the Seller has taken all necessary steps, including obtaining any necessary approvals, to authorize the sale of the Assets.

B. Condition and Compliance

1. Condition of Assets: The Assets are in good operating condition and repair, subject to normal wear and tear. This means that the Assets are functional and have been maintained in accordance with standard industry practices.

2. Compliance with Laws: The Business is in compliance in all material respects with all applicable laws and regulations. This means that the operation of the Business does not violate any laws or regulations.

C. Additional Representations

1. No Pending Litigation: There is no pending or threatened litigation that could materially affect the Assets or the Business. This means that there are no legal disputes or claims that could impact the value of the Assets or the operation of the Business.

2. No Breach of Contracts: The sale of the Assets and the consummation of the transactions contemplated by this Agreement do not breach any contract to which the Seller is a party. This means that the Seller is not violating any agreements with third parties by selling the Assets.

VI. Representations and Warranties of Buyer

The Buyer represents and warrants to the Seller that:

A. Authority and Capacity

1. Full Authority: The Buyer has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. This includes the authority to purchase the Assets and to carry on the Business after the Closing.

2. Legal Capacity: The Buyer is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. The Buyer has the legal capacity to enter into this Agreement and to consummate the transactions contemplated hereby.

3. Corporate Authorization: The execution, delivery, and performance of this Agreement by the Buyer have been duly authorized by all necessary corporate action on the part of the Buyer. No other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement.

B. Financial Capability

1. Sufficient Funds: The Buyer has, and will have at the time of the Closing, sufficient funds to complete the purchase of the Assets and to pay any related expenses.

2. No Insolvency: The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in the insolvency of the Buyer.

3. No Liens: The Buyer has no liens, charges, or encumbrances on its assets that would prevent it from purchasing the Assets or from operating the Business after the Closing.

C. Compliance with Laws

1. Legal Compliance: The Buyer is, and will continue to be, in compliance with all laws, regulations, and orders applicable to its purchase of the Assets and its operation of the Business after the Closing.

2. No Legal Proceedings: There are no legal proceedings pending or threatened against the Buyer that could affect its ability to enter into this Agreement, to purchase the Assets, or to operate the Business after the Closing.

3. No Breach of Contracts: The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of any contract to which the Buyer is a party.

VII. Indemnification

A. Seller’s Indemnification

1. Scope: The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses arising out of or in connection with any breach of the Seller’s representations and warranties contained in this Agreement.

2. Limitations: The Seller’s indemnification obligations are subject to any limitations agreed upon by the Parties in writing.

3. Procedure: The Buyer shall promptly notify the Seller of any claim for which it seeks indemnification and cooperate with the Seller in the defense of any such claim.

B. Buyer’s Indemnification

1. Scope: The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses arising out of or in connection with any breach of the Buyer’s representations and warranties contained in this Agreement.

2. Limitations: The Buyer’s indemnification obligations are subject to any limitations agreed upon by the Parties in writing.

3. Procedure: The Seller shall promptly notify the Buyer of any claim for which it seeks indemnification and cooperate with the Buyer in the defense of any such claim.

VIII. Miscellaneous

A. Entire Agreement

1. Supersedes Previous Agreements: This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, between the Parties with respect to the subject matter of this Agreement.

2. Written Agreement: This Agreement is a written agreement that accurately reflects the Parties’ agreement about the sale of the Assets.

B. Amendments

1. Written Amendments: This Agreement may not be amended or modified except by a written agreement signed by both Parties. This means that any changes to this Agreement must be made in writing and signed by both the Seller and the Buyer.

2. Mutual Agreement: Any amendments or modifications to this Agreement must be agreed upon by both the Seller and the Buyer.

C. Governing Law

1. State Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State Name], without regard to its conflicts of laws principles. This means that any disputes arising out of this Agreement will be resolved under the laws of [State Name].

2. Conflict of Laws: The choice of law provision applies without regard to [State Name]'s conflict of laws principles. This means that the laws of [State Name] will apply even if those laws conflict with the laws of the jurisdiction where any dispute arises.

IX. Signatures

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

Seller

[Seller's Name]

[Your Company Name]

Date: [Month Day, Year]

Buyer

[Buyer's Name]

Date: [Month Day, Year]

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