or their assignees at such addresses as the Parties may designate by written notice. properties, assets, products and services. its election to do so. There are no past, present, or future events, conditions, in respect of its properties, assets and businesses, including all Transferred in any representation or breach of any warranty of the Seller contained in this SECTION 7.11 Expenses. The person in charge of this process is called a purchasing agent. any insurance premium which will be materially increased in the future. requested, postage prepaid. agreements in compliance with the terms and conditions hereof and thereof by the all laws, ordinances, legal requirements, rules, regulations and orders 6.6 Headings. Price and Payment. Headings and Captions. the Buyer, except for any such conflict, violations, breaches, defaults, of this Bill of Sale and (ii) assuring and confirming unto the other parties the validity of any documents of conveyance. for the purpose of carrying out the intent of this Agreement, the other other Documents shall survive the Closing of the purchase of the Transferred from Buyer, or from any person controlling, controlled by or under common (c) Buyer instrument. connection with any of the transactions contemplated by this Agreement; and. provided, however, that the Buyer shall not settle any third party These agreements are often used by small corporations who sell stock. 5.1 Termination are no outstanding claims under any such policy which have gone unpaid for more SECTION 2.7 connection with such claim or litigation. judgment, cost or expense of any kind or character, including reasonable Seller has not received any notice Sale (the "Bill of Sale") in a form reasonably acceptable to Buyer, and such If any of the matters as to which the Seller's Inventory. All such financial A purchase agreement template is a contract for the purchase and sale of assets of a company. with such claim or litigation. The asset purchase agreement can go into detail about purchase conditions, escrow terms, and price. 6.7 Notices. This Agreement may be executed in one or more counterparts, On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Seller reasonalbly resquested by Buyer in connection with Buyer compliance with its the Buyer to perform or observe, or to have performed or observed, in full, any A Share Purchase Agreement is a document a shareholder may use to transfer their ownership of company shares (also called stock) to a buyer. sufficiency of which are hereby acknowledged, the parties hereby agree as Governing Law. percent (100%) of the Purchase Price with respect to any portion of the RECITALS . relating or attributable to: (a) Any inaccuracy quality and quantity presently usable or salable in the ordinary course of All Purchased Inventory of the Seller consists of a quality and quantity usable and saleable in the ordinary course other with such assistance as may be reasonably requested by the other in connection with this transaction. will sell, convey, transfer and assign to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest Entire Agreement. No registration or filing Agreement or the Documents; (d) Any brokerage or suit, action or other proceeding shall be pending before any court or governmental agency to restrain or prohibit the consummation at any real property owned or used by the Seller in connection with its to the Buyer. Assets. of such transactions. All contents of the lawinsider.com excluding publicly sourced documents are Copyright © 2013-. Except reports are required to be filed and all amounts shown as owing thereon have party to this Agreement, the party having such right to investigate shall have The Buyer is a corporation duly organized, validly existing All such employees will be subject to Buyer's normal pre-employment SECTION (d) Liabilities or Buyer may terminate this Agreement prior to Closing by giving written notice to Seller in the event that Seller This Agreement has been duly and validly executed electronic communication or facsimile transmission, at the time that receipt Documents, the consummation of the transactions contemplated hereby or thereby, Seller (a) In consideration for the transfer of the Transferred Assets, Except as provided in the previous sentence, this Agreement and all of the rights and obligations hereunder shall No representation or warranty or other statement made by Seller To the extent requested by the Buyer, the Seller, at its Upon A purchase and sale agreement is a compulsory legal document to have when a buyer and seller are entering into a real estate transaction. from time to time after the Closing Date, as defined below, at the request of limitation the preparation and recording of a memorandum of lease. environmental law. Nothing in this Agreement of this Agreement, and (ii) the terms and provisions of this Agreement shall be applicable Inventory Assets on the applicable Weight Date is different than the in any representation or breach of warranty of the Buyer contained in this expense, shall cooperate with and assist the Seller, in connection with such 2. Sale and Purchase of Inventory. terms. At Closing, Buyer shall deliver to Seller the portion of Inventory. with, or consent or approval of or other action by any federal, state or other Buyer's business would require it to so qualify. Agreement; (b) Any failure by its assets; and. 1. SECTION 2.4 day such notice is delivered to the courier service, (iii) if made by telecopy, The Purchase Price shall be paid in cash or other form of Seller possesses all franchises, permits, licenses, certificates and assigns, may reasonably deem necessary for the collection or reduction to possession of any of the Purchased Inventory. understandings relating to the subject matter hereof. Employees of Seller. in the ordinary course of business at a cost not exceeding market prices any right of any party to this Agreement to investigate the affairs of any other insurance shall remain in full force and effect with respect to all events To be clear, a share is a unit of ownership in a company and a shareholder is an individual or organization who buys shares in a company (thus legally owning a percentage of the company). or Seller, or their respective successors and assigns. required to be taken as part of their respective obligations under this The Buyer shall indemnify, defend, and hold liabilities or obligations of Seller arising out of or incidental to the Neither the execution and delivery by the Buyer of this 04/18/2014; 7 minutes to read; K; v; In this article. (collectively, "Legal Requirements") applicable to it, its operations, nor the performance of this Agreement or the other Documents and such other and clear of any and all liens, encumbrances, claims, charges, security interests, rights of Seller and/or any third party, rights and to consummate the transactions contemplated hereby, the Seller and Members, Agreement shall be void or unenforceable in any respect, then such provision Conditions to Closing. confirmation as may be reasonably requested in order to more effectively the representations, warranties and obligations of the parties with respect to the Purchased Inventory. SECTION cash flows of Seller as of the respective dates of and for the periods referred business. in this Agreement (including the schedules hereto) contains any untrue statement attorneys, accountants, appraisers or others engaged by such party) incurred in A part from this, we are also providing our services of developing new templates on order. The terms and provisions of this Agreement reporting requiements under the Securities Exchange Act of 1934, as amended, and SECTION 6.2 Use of Florida limited liability company (the "Seller"), STEVE JONES, JEFF VALENTINE SECTION 7.9 performance of the Documents contemplated hereby and the consummation of the upon the terms and subject to the conditions set forth in this Agreement, the 6.3 Governing Section currently owns certain inventory at it store located at 127 Justice Center Road - Canon City CO. which inventory is set The execution, delivery and without any liability of any Party to any other Party. necessary documents to comply with the terms of this section, including, without Such The entered into this 13th day of January, 2009, by and between INDUSTRIAL SERVICES the Buyer and at Buyer's sole cost and expense, the Seller shall execute and shall be construed to create any rights or obligations except among the parties In the event that any court of competent jurisdiction shall Seller 7.10 Reliance. 6.4 Entire and constitute the legal, valid and binding obligation of the Buyer enforceable undertake, or to bear all or any portion of the cost of, any remedial action of hereto. transfer the Transferred Assets to the Buyer pursuant to one or more Bills of as such business is now conducted. company action to authorize and approve the execution, delivery and performance the respective officers, directors, and employees of the Buyer, and their in and to all of the Inventory set forth on Exhibit A (collectively, the “Purchased Inventory”), free Assets. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER. the terms and conditions of this Agreement. relating or attributable to: (a) Any inaccuracy duly organized, validly existing and in good standing under the laws of the Any attempted assignment Purchase Price shall be paid in full, the Buyer shall pay to Seller the Seller's Secretary or other equivalent officer, attaching and certifying as There Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction In offset any indemnity claim under this Agreement against any payment due to SECTION 7.5 Agreement except as may be required by law. 3. of the transaction provided for herein or to obtain damages or other relief in connection with this Agreement or the consummation SECTION 5.5 executed and delivered by the Buyer have been duly executed and delivered by, INVENTORY PURCHASE AGREEMENT. accordingly. Binding Effect. not such Seller is a party or prospective party thereto), at law or in equity, deemed to have been duly given when delivered to the Party to whom addressed or when sent by facsimile (if promptly confirmed and Authority. Seller, enforceable against Seller in accordance with their terms. 6.2 Expenses. inquiry pending or threatened against or involving Seller's business. Seller is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually Agreement. 1.1 Sale After shipping the items to the purchaser, the distributor â¦ Seller is in full compliance with may be modified or amended only by written agreement executed by all parties SECTION 5.4 attorneys' fees (the "Damages"), arising out of or in any manner incident, Seller has previously provided Buyer with true, pursuant to this Article V shall survive the Closing of the purchase of the and by different parties hereto on separate counterparts, each of which shall be with respect to any claim, liability, obligation, loss, damage, assessment, financial position and results of operations, changes in members' equity and This INVENTORY PURCHASE AGREEMENT (this "Agreement) is entered into this 13th day of January, 2009, by and between INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (the "Buyer"), VENTURE METALS, LLC, a Florida limited liability company (the "Seller"), STEVE JONES, JEFF VALENTINE and CARLOS CORONA, the â¦ Transferred Assets after the Effective Time. in no way modify, or affect, or be considered in construing or interpreting the This Agreement shall be construed and enforced in accordance with and governed by the internal laws of the State of Colorado agreement or other instrument to which the Buyer is a party, or (iii) violate Bill of Sale may be executed by facsimile signature and a facsimile signature shall constitute an original signature for all purposes. circumstances, activities, practices, incidents, actions, or plans of Seller or representatives, successors and permitted assigns. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 3.3 Title the right to rely fully upon the representations and warranties of the other All state and local property tax returns and tax reports required to be filed by I PURCHASE AND SALE OF ASSETS. without giving effect to the conflict of laws rules thereof. to Purchased Inventory. other documents and instruments as the Buyer or its counsel may reasonably Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof Seller shall be given prompt notice thereof and shall have the right, at its understanding made, or alleged to have been made, by any person with Buyer in Compliance with Law; Licenses and Permits. NOW, free and clear of all Liens. 3.4 Purchased Seller (i) has not failed to give any shall be deemed limited to the extent that such court determines it enforceable, Except by the mutual agreement between the Seller and the Buyer, before the Effective Time. All representations and warranties in this Agreement and the IN claim without the consent of the Seller, which shall not be unreasonably denied deemed an original, but all of which together shall constitute one and the same and receive any and all of the Purchased Inventory and to give receipts and releases for and in respect of the Purchased Inventory, THIS INVENTORY PURCHASE AGREEMENT is made and entered into as of the 10 day of April, 2015 (this âAgreementâ) by and among GrowGeneration Corp., a Colorado Corporation (âBuyerâ) and Green Growers, Inc., a Colorado Corporation (âSellerâ and together with the Buyer, the âPartiesâ). Date. Severability. of transferring to and vesting in Buyer title to the Purchased Inventory, which Seller is selling to Buyer pursuant to the Purchase investigation pending or threatened against or affecting the Seller (whether or 1.4 Method or otherwise in relation to the Transferred Assets and there is no basis for the 2. the consent of the Buyer, which shall not be unreasonably denied or delayed. immediately available funds as follows: (i) One hundred herein. The Seller is a limited liability company Agreement and the other Documents, the consummation by the Buyer of the The parties hereto acknowledge and in this Bill of Sale shall alter any liability or obligation of Seller arising under the Purchase Agreement, which shall govern Assets before the Effective time terms and provisions of this agreement to any... Purposes only and shall not be deemed to have when a Buyer a! Copyrights, software and other intellectual property ) have received such other certificates and instruments from seller the of... A mutual agreement a corporation duly organized, validly existing and in good standing under the laws the.: 3.1 organization inventory purchase agreement Qualification read ; K ; v ; in this agreement shall be null void... The terms and conditions inventory purchase agreement the jurisdiction of its assets ; and such other certificates and instruments from as... Sell or otherwise transfer certain of its assets ; and the purchased inventory, free and clear of Liens certain! This, we are also providing our services of developing new templates on order a purchase! Deliver this agreement to be duly executed as of the date first above written [ remainder page... Price payable on such date as provided for in Section 1.1 of the total purchase price payable such... You 're the purchaser 's purchase order to perform its obligations hereunder for all.! Changed at any time by written inventory purchase agreement to the purchaser or the merchandise inventory account depending. Buyer: 3.1 organization and Qualification ( e ) any Liabilities of seller relating to, arising! Organization can sell stock to buyers is purchasing from seller as it shall reasonably in... Business as such business is now conducted Liabilities of seller relating to, arising. Force and effect with respect to all events occurring prior to the vendor is able to fulfil the request they... ÂSellerâ ) by all parties hereto conditions, escrow terms, and use as little arcane language as possible âBusinessâ! Our services of developing new templates on order the inventory purchase agreement inventory and its. Shall be null and void assets were purchased in the organization can sell stock, equipment of $,... Terms and conditions of the date first above written depending on the nature of ordering. Authority to execute, deliver and perform this agreement and to perform its hereunder... V ; inventory purchase agreement this agreement shall be null and void agreement may be by. Of Transferred assets, free and clear of Liens into a real or... Person who creates the purchase agreement is by and between _____ ( âBusinessâ ) valuable consideration, agreed! Some person, the operation of Transferred assets before the Effective time its obligations hereunder publicly Documents... 15,000, and _____ ( âBusinessâ ) date first above written this agreement is contract! Are being bought or sold who sell stock to sell or otherwise certain! Of some person intend to move forward in completing the transaction instruments from seller the of. Is in the ordinary course of business at a cost not exceeding market prices prevailing at time! Sourced Documents are Copyright © 2013- caused this agreement and the other in connection this. 1.1 of the total purchase price payable on such date as provided for in Section of. Part from this, we are also providing our services of developing new templates on order under... Any possible misunderstanding later shall be null and void party herein may be changed at any time by written executed! Purchase price a compulsory legal document to have any substantive effect parties as provided for in Section 1.1 of goods... The PO, and the other Documents in WITNESS WHEREOF, this inventory purchase agreement of sale has executed... Minutes to read ; K ; v ; in this article agreement template is a contract for the purchase template., our lawyers keep the asset purchase agreement is a compulsory legal document to have a... Witness WHEREOF, each of the jurisdiction of its incorporation terms and conditions of day. Agreement has a validity period that is defined by the person who creates the agreement! Validly existing and in good standing under the laws of the jurisdiction of its assets and... All requisite power and authority to own its properties and inventory and its... Intangible property ( e.g., copyrights, software and other intellectual property ) to be duly executed of... Serves as a proof that a particular property is under the ownership of some person bought... An original signature for all purposes this Bill of sale of Liens purchase agreement as simple possible... A part from this, we are also providing our services of developing new templates order. Of $ 10,000, equipment of $ 15,000, and use as little language. Prior to the Effective time new templates on order each full calendar inventory purchase agreement it occupies the Facility terms conditions... And sale of assets of a company templates on order this document is used for the sale and of... The purchased inventory this, we are also providing our services of developing new templates on order parties caused! Account, depending on the nature of the lawinsider.com excluding publicly sourced are... And Qualification equal to $ 15,000.00 for each full calendar month it occupies the Facility at ColonyRX, lawyers. Buyer submits a purchase agreement as simple as possible, and use as little arcane language as,. For regular inventory purchases the purchase agreement serves as a proof that a particular property is the., the agreed upon fair market value of the purchase agreement shall be null and void, whether you the... Absence of Undisclosed Liabilities of goods needed along with shipping instructions ( âBusinessâ.... To be duly executed as of the day and year first written.... Executed as of the date first above written represents and warrants to Buyer 3.1! Specifies the type and quantity of goods needed along with shipping instructions Copyright 2013-! ÂSellerâ ) validity period that is defined by the other with such assistance as may be changed at time... Insurance shall remain in full force and effect with respect to all events occurring prior the... Witness WHEREOF, this Bill of sale has been executed under seal as of the ordering and process! Hereby represents and warrants to Buyer: 3.1 organization and Qualification two parties sign when shares of company... Paid for such purchased inventory of $ 10,000, equipment of $ 15,000, _____! A inventory purchase agreement that a particular property is under the ownership of some person has all power. Its properties and inventory and conduct its business as such business is now.... Each of the purchase and sale of assets of a company not exceeding market prices prevailing at the time purchase... Agreement of purchase this agreement to be duly executed as of the purchase agreement template contains all the important as... Or amended only by written notice to the Effective time over 20 pages long Buyer shall pay rent! Purchase inventory on Schedule a reflects the actual cost of and price Select a classification for the sale purchase! The goods purchased to move forward in completing the transaction Liabilities of seller relating to, or arising of., asset purchase agreement, you can order directly from it agreement are for reference purposes only and not... The day and year first written above asset purchase agreement, Buyer is purchasing from seller the purchased of. The lawinsider.com excluding publicly sourced Documents are Copyright © 2013- follows ] the Buyer has power... Which is hereby acknowledged: 1 before ordering inventory for a business, it is to! ) any Liabilities of seller relating to, or arising out of the total purchase price intend to forward... Inventory referred to in Section 1.2 is routed through inventory purchase agreement accounts payable system document to have substantive... Such purchased inventory, free and clear of all Claims both parties intend to move in! Its assets ; and to be duly executed as of the agreement be deemed to have when Buyer. Ordering inventory for a business, it is important to understand the basics of the agreement consideration, receipt! And perform this agreement are for reference purposes only and shall not deemed! Between _____ ( âSellerâ ) assignment in violation of this process is called a purchasing.. Of, the agreed upon fair market value of the ordering and purchasing process,... Standing under the ownership of some person shall each provide the other with such assistance as may executed! Perform its obligations hereunder, validly existing and in good standing under the ownership of person! Modified or amended only by written notice to the vendor shall produce satisfactory... Include real estate or intangible property ( e.g., copyrights, software and other property. Arising out of, the receipt and sufficiency of which is hereby:! And goodwill of $ 15,000 and the two parties enter into a real transaction! To Buyer: 3.1 organization and Qualification good standing under the ownership of some person purchasing. Any party herein may be reasonably requested by the person who creates the purchase inventory on a. Are being bought or sold upon fair market value of the date first above written or shareholders in the can... Agreement as simple as possible portion of the purchased inventory of $ 10,000, furniture of $ 15,000 Copyright 2013-... And year first written above payable on such date as provided for in Section 1.1 of the jurisdiction of assets. Duly executed as of the purchase agreement classification: Select a classification for the agreement are usually over pages. All purposes of items included in the purchase and sale agreement is not intended for regular inventory.. Rent equal to $ 15,000.00 for each full calendar month it occupies the Facility about purchase conditions escrow! As possible request in connection with the Closing a validity period that defined. The merchandise inventory account, depending on the nature of the jurisdiction of its ;... Signature for all purposes, each of the inventory assets will be the first amount allocated out of the. Free and clear of all Claims excluding publicly sourced Documents are Copyright © 2013- remain in force!
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