The seventh point of this agreement will pay additional attention to the ongoing transaction. In ”VII. Payment”, check the first box if you want full payment of assets by the buyer to be received by a predetermined closing date. c. Sellers are responsible for and pay all capital gains, taxes, sales taxes, income taxes and similar taxes payable as a result of completing the transactions provided for in this Agreement. In October 2015, Walgreens entered into a $9.4 billion cash share purchase agreement with Rite Aid. As part of the deal, Walgreens would take possession of all of Rite Aid`s assets and liabilities. Iii. That the purchase of the assets under this Agreement and the payment of payments under clause 1.2 do not imply that the Buyer has assumed and will not be liable for the Seller`s liability or obligations to any creditor of the Seller, whether with respect to the restaurant or premises or otherwise. The buyer of the goods in question must also physically accept the conditions set out in these documents by signing his signature in the ”Buyer`s Signature” line and providing the ”Date” signature in the blank line in the ”Buyer” section at the end of this document. It is expected that the buyer has reviewed the entire document after its completion and accepts the contents. The signature in the ”Buyer`s Signature” line binds the buyer to these conditions, while the ”date” indicates when this authorization to continue was granted.
In addition to their signature and date of signature, the buyer must print their name on the blank line that says ”Print Name”. Upon closing, Sellers sell, transfer, assign and deliver to Buyer, and Buyer shall purchase the Assets from Sellers freely and free from any charge, except as provided in this Agreement. Sometimes, the seller`s assets may experience a deterioration in quality or condition after an inspection has been successfully completed without incident, but before the closing date. For example, if some of the assets sold are machines that have been severely damaged by flooding during an unforeseen event during this period, the buyer may not want to make the payment originally set. In point ”B.) A ”closing period” a number of days after an event that compromises the value of the assets is made available to both parties for renegotiation. Name this number of days in the blank row of this item. d. References to this Agreement or to any other agreement, act or instrument shall be construed as a reference to such agreement, instrument or instrument which may be amended, amended or supplemented from time to time; (y) Nothing in this document shall be construed as an agreement by Buyer to accept any contract to which Seller is a party or to hire any person currently employed by Seller in connection with the operation of the Assets.
The third section, which is marked in bold ”III. Intangible assets” attempts to determine whether the sale resulting from this Agreement is for non-physical property. If only physical assets are purchased here, check the ”No intangible assets” box. If ”Intangible assets” are sold, check the second box under ”III. Intangible assets”. This means that non-physical items (such as intellectual property rights or a right of claim) are purchased. Both the ”Description of Intangible Assets” section and the ”Prices ($)” section are intended to better define all ”intangible assets” sold. The blanks under these headings are set to display your descriptions and the cost of ”Intangible Assets” when the second item in this section is selected. One. Each Party shall bear its own legal, accounting and other costs incurred by that Party in connection with the negotiation, preparation and performance of this Agreement and the documents and transactions provided for herein. Vi.
The deeds, purchase agreements, assignments and other transfer instruments delivered to buyer in accordance with this Agreement have been duly executed and delivered and transferred to Buyer merchantable and marketable ownership of Seller`s assets for sale hereunder. (q) On the Closing Date, no action or proceeding against Seller shall be pending or threatened in any court or governmental authority if any adverse judgment, decree or order would prevent the performance of this Agreement or any of the transactions or events provided for in this Agreement or result in the cancellation of such transactions that would require Seller to: to dispose of its assets or property which, in the opinion of the buyer`s legal counsel, would negligently dispose of the transactions contemplated hereunder….