Asset Purchase Agreement
made as of Date of Agreement (ie. July 1, 2000) between , of , (the “Buyer”) and , of (the “Seller”)
of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties agree as follows:1.
Purchase of Assets
. The Buyer agrees to purchase from the Seller and the Seller agrees tosell to the Buyer all of the undertaking, property and assets of the Seller used in theSeller's (the “Business”) as a going concern, of every kind and description andwherever situated, including but not limited to the assets described in Schedule “A” hereto(the “Assets”).2.
. The purchase price (the “Purchase Price”) payable by the Buyer to theSeller for the Assets shall be , which shall be paid and satisfied at Closing bycertified cheque or bank draft.3.
. Time shall be of the essence of this Agreement. The closing of thistransaction shall take place at 2:00 p.m. on or such earlier or later date as may bemutually acceptable to the parties hereto (the “Closing Date” or “Closing”).4.
Normal Course of Business
. After acceptance of this Agreement, the Seller shall causethe Business to be carried on in the normal course of business.5.
Bulk Sales Compliance
. The Seller shall comply with applicable bulk sales legislation.6.
. Schedules and other documents attached or referred to in this Agreement arean integral part of this Agreement.7.
. This Agreement constitutes the entire agreement among the partiesand except as herein stated and in the instruments and documents to be executed anddelivered pursuant hereto, contains all of the representations and warranties of therespective parties. There are no oral representations or warranties amount the parties of any kind. This Agreement may not be amended or modified in any respect except bywritten instrument signed by both parties.8.
. This Agreement shall be governed by and construed in accordance withthe laws of the State of .9.
Successors and Assigns
. This Agreement shall enure to the benefit of and be binding uponthe parties hereto and their respective successors and assigns.