2. The buyer assures and guarantees that he has verified the assets and accepts these assets in their current condition, with all errors. The seller hereshes and guarantees that he owns the assets subject to the liabilities covered, but expressly refuses any guarantee of the condition or adequacy of those assets. PandaTip: Use [Product Description] to indicate which resource is being sold. You can describe the asset and its condition later in the agreement. (e) The seller is the sole owner and has the full right and power to transfer the assets that are to be transferred under this agreement, all, provided they are expressly foreseen differently in this agreement (i.e. the pledge of the megabank), are free and free of any debt, receivables, mortgages, mortgages, guarantee agreements and other expenses, with the exception of what is stated below in this agreement. The asset purchase agreement is different from a share purchase and sale contract, because in the event of a share sale, the acquirer or investor acquires the shares of the company that owns the assets, while the acquirer acquires the company`s assets in an asset sale. The buyer essentially wants to acquire all the seller`s assets, without the real estate and the characteristics that flow from it, with which the seller currently manages transactions, and to sell the bulk of the seller; and vi. The deeds, sales invoices, assignments and other disposal instruments provided to the purchaser under this agreement were properly executed and delivered and a good marketable property was transferred to the buyer on the seller`s assets intended to be sold in that form. This document is usually executed in the case of mergers and acquisitions when a company acquires either the assets and/or shares of the company, or when the buyer wishes to acquire the assets of a business in order to expand its own business. (p) the seller has fully fulfilled and complied with all obligations, conditions and agreements to be met by the seller on the closing date or before the closing date.
(b) All seller`s goods or goods and other intangible assets, including customer lists, suppliers, mechanics or service personnel, etc. (u) All insurance, guarantees, commitments and agreements entered into by the seller and purchaser in this Agreement or in accordance with the present Agreement are maintained until the reference date. Notwithstanding any investigation conducted before or after the completion date, one party is entitled to rely on the assurances and guarantees of the other party set out in this agreement. The content of an asset purchase agreement includes the description of the assets, the purchase price, the precondition for closing the transaction, the conclusion, the obligations of the parties after the conclusion and the agreements of the parties to the agreement. The agreement also contains timetables for a detailed description of the parties` assets and agreements. i. The seller`s activity and activity are carried out only properly and all obligations arising from the binding agreements for the seller are duly fulfilled; (q) On the reference date, no action or proceeding against the seller is tried or threatened before a state court or body, an adverse judgment, decree or order preventing the execution of this agreement or any of the transactions or events provided for by this agreement, and the seller agrees to part with one of his assets or assets which the buyer`s lawyer believes would be incompreed. (y) Nothing should be construed as an agreement of the buyer, to take over a contract to which the seller is associated or to hire a person currently employed by the seller in connection with the exploitation of the assets.