This is a simple asset purchase agreement suitable for the sale of a small business.
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This bill of sale and assignment and assumption agreement is entered into on June 21, 2017, between Anna Williams, (BUYER) and Elizabeth Hepler.
The Seller owns a litter of AKC registered Boxers who have produced a litter of puppies.
The Seller has agreed to sell and the Buyer has agreed to purchase the Purchase (as defined below).
The Owner and seller are to be used interchangeablely to describe Elizabeth Hepler. The seller owns 100% of the dogs and their progeny. The Seller and has agreed to join in this agreement for the purpose of making certain representations and agreements.
Therefore, the parties agree as follows:
1. Sale of the Purchased Assets; Assumption of the Assumed Contracts. The parties agree to the sale of one boxer puppy. A $75 deposit will be paid at the time of signing this contract. This leaves a remaining balance to be paid of an amount not to exceed $325. That $325 may be paid via cash, check or transfer or a service in kind provided by Rosie Peach Photography. The division of money and photography services can be determined at a later date.
2. No Other Assumption of Liabilities. Except for the Assumed Contracts, the Buyer does not assume any obligation or liability of the Seller or the Owner, and the Seller or the Owner or both, as applicable, will continue to be liable for any and all liabilities of the Seller or the Owner or both. The Buyer does not assume any liability under the Assumed Contracts arising before the Effective Time. The Seller will not be responsible for any liability that arises from the Buyer’s operation of the Business after the Effective Time. Effective time being approximately six weeks from the date of signing.
3. Fees Described in Section 1
4. Representations and Warranties. The Seller and the Owner, jointly and severally, represent and warrant to the Buyer that all of the representations and warranties set forth on Schedule 4 are true and correct in all respects as of the date of this agreement.
5. Additional Actions: (1) the Seller shall execute and deliver or cause to be executed and delivered to the Buyer such other instruments and take such other action, all as the Buyer may reasonably request, in order to carry out the intent and purpose of this agreement; and (2) the Buyer shall execute and deliver or cause to be executed and delivered to the Seller such other instruments and take such other action, all as the Seller may reasonably request, in order to carry out the intent and purpose of this agreement.
9. Governing Law; Venue. This agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws principles) of the State of Kentucky.
11. Notices. All notices and other communications under this agreement regarding the sale of the dog must be in writing and provider by seller.
Each of the undersigned has caused this bill of sale and assignment and assumption agreement to be duly executed and delivered as of the date first written above.
Name: Anna Williams
Address: 8212 Ponderosa Ridge/Ashland, KY 41102
Contact number: 606.571.6873
Name: Elizabeth Hepler
Address: Redbud Road/Ashland Ky 41102