2023年2月
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When it comes to purchasing or selling a restaurant, a comprehensive asset purchase agreement (APA) is essential. An APA serves as a contract between the buyer and the seller outlining the terms and conditions of the sale, including the assets being sold and the purchase price. In this article, we will provide a sample restaurant asset purchase agreement to help guide you through the process.
Before we dive into the sample APA, let`s go over some key considerations when it comes to restaurant sales:
– Assets: This includes everything that the buyer will be acquiring, such as the restaurant`s physical assets (furniture, equipment, inventory), intellectual property (trademarks, logos), and intangible assets (customer lists, goodwill).
– Purchase Price: This is the price the buyer will pay the seller to acquire the assets.
– Due Diligence: It`s important for both parties to thoroughly investigate each other before entering into a sales agreement.
– Liabilities: The seller should disclose any existing liabilities, such as unpaid debts or legal disputes, to the buyer.
– Closing: This is the final step in the sales process where the buyer pays the seller, and ownership of the assets is transferred.
Now, here`s a sample restaurant asset purchase agreement:
AGREEMENT made on [Date] between [Seller Name] (“Seller”) and [Buyer Name] (“Buyer”).
BACKGROUND:
The Seller owns and operates a restaurant located at [Address], while the Buyer desires to purchase the assets of the restaurant.
AGREEMENT TERMS:
1. Assets Included: The Seller agrees to sell, transfer, and convey to the Buyer all the assets of the restaurant, including but not limited to furniture, fixtures, equipment, inventory, and all rights and interests in any trademarks, logos, and service marks associated with the business.
2. Purchase Price: The Buyer shall pay the Seller [Purchase Price] for the assets. The payment shall be made in [Payment Terms]. The Purchase price does not include any sales, use tax or similar taxes that may be due and payable with respect to such Purchase.
3. Due Diligence: The Buyer has conducted a thorough investigation of the Seller`s business, including but not limited to financial statements, leases, licenses, permits, and customer lists.
4. Liabilities: The Seller agrees to disclose any existing liabilities, including but not limited to unpaid debts, legal disputes, and outstanding tax obligations. The Buyer shall not be responsible for any liabilities or obligations incurred by the Seller before the Closing Date.
5. Closing: The Closing Date shall be [Date]. The Buyer shall pay the Purchase Price in full on the Closing Date, and the Seller shall deliver all necessary documents to transfer ownership of the assets to the Buyer.
6. Representations and Warranties: The Seller represents and warrants that the assets are free and clear of all liens, encumbrances, and claims. The Buyer acknowledges that it is purchasing the assets on an “as is, where is” basis and assumes all risks associated with the operation of the restaurant after the sale.
7. Governing Law: This agreement shall be governed by the laws of [State], and any disputes arising from this agreement shall be resolved in [County].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Seller Name]
By: ___________________________
Title: ___________________________
[Buyer Name]
By: ___________________________
Title: ___________________________
CONCLUSION:
A well-crafted asset purchase agreement is critical to completing the purchase or sale of a restaurant. While this sample APA should be customized to fit the specific circumstances of your sale, it provides a solid foundation for the terms and conditions that should be included in such an agreement. As always, consult with an experienced attorney to ensure that your APA is legally sound and meets your specific needs.
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Fifth Third Digital Services User Agreement: Understanding the Fine Print
Fifth Third Bank, one of the largest financial institutions in the United States, provides its customers with a range of digital services such as online banking, mobile banking, mobile deposit, and more. However, using these services comes with a user agreement that outlines the terms and conditions of the bank’s digital services. In this article, we’ll take a closer look at the Fifth Third Digital Services User Agreement, so you can better understand the fine print before you agree to it.
What is the Fifth Third Digital Services User Agreement?
The Fifth Third Digital Services User Agreement is a contract between Fifth Third Bank and its customers who use the bank’s digital services. It outlines the rules and guidelines that customers must follow when using these services. By accepting the user agreement, you are agreeing to abide by the terms and conditions set forth by the bank.
What’s Included in the Fifth Third Digital Services User Agreement?
The Fifth Third Digital Services User Agreement is a lengthy document, but its main points can be broken down into the following sections:
1. Eligibility Requirements: This section outlines the requirements that customers must meet in order to use Fifth Third’s digital services. For example, customers must be at least 18 years of age and have a valid Fifth Third Bank account.
2. Access and Security: This section outlines the steps customers must take to keep their accounts secure, such as creating a strong password and not sharing account information with others. It also details the bank’s responsibilities when it comes to ensuring the security of its customers’ accounts.
3. Account Information and Transactions: This section outlines the rules and guidelines regarding customer account information, including how it can be used and shared. It also details the types of transactions that can be made using Fifth Third’s digital services.
4. Fees and Charges: This section outlines the fees and charges that may be associated with using Fifth Third’s digital services, such as overdraft fees or fees for using certain features of the bank’s mobile app.
5. Termination: This section outlines the circumstances under which Fifth Third may terminate a customer’s access to its digital services, such as if the bank suspects fraudulent activity or if the customer violates the user agreement.
Why is it Important to Read the Fifth Third Digital Services User Agreement?
While it may be tempting to quickly click “I agree” and move on, it’s important to take the time to read through the Fifth Third Digital Services User Agreement. By doing so, you’ll have a better understanding of the rules and guidelines that govern your use of Fifth Third’s digital services. Additionally, you’ll be aware of any fees or charges that may be associated with using these services, which can help you avoid surprises down the line.
Conclusion
The Fifth Third Digital Services User Agreement is a contract between Fifth Third Bank and its customers who use the bank’s digital services. Understanding the fine print is important to ensure that you’re aware of the rules and guidelines that govern your use of these services. Take the time to read through the user agreement before agreeing to it and make sure to ask questions if anything is unclear. By doing so, you can make the most of Fifth Third’s digital services while staying informed and protected.