Restaurant Asset Purchase Agreement Sample
2023-02-27
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.