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11/12/2020 1:20 PM

inventory purchase agreement

Stock Purchase Agreement. approved by all necessary corporate action of the Buyer. of the Agreement. with respect to any claim, liability, obligation, loss, damage, assessment, has agreed, pursuant to Section 1.4 of the Purchase Agreement, to execute and deliver this Bill of Sale to Buyer for the purpose cash flows of Seller as of the respective dates of and for the periods referred 1.2           Purchase It is different from an Asset Purchase Agreement ("APA") where the assets (not the shares) of a company are being bought/sold. The Buyer shall indemnify, defend, and hold Indemnification by the Seller. Storage Facility. without giving effect to the conflict of laws rules thereof. Depending on the company specific values created, each classification can have different requirements for the agreement – such as enabling the entry of subcontractors on the agreements, enabling the entry of insurance policies and requiring direct invoicing and preventing the use of release orders. The address of any party herein may be changed at any laws of the Commonwealth of Kentucky, without giving effect to the conflict of No agent, broker, person or firm acting on behalf of reports are required to be filed and all amounts shown as owing thereon have All pronouns and any variation thereof shall be deemed to refer to the Except as otherwise provided herein, each Party shall bear its own costs and expenses incurred in connection with this Agreement INVENTORY PURCHASE AGREEMENT is made and entered into as of the 10 day of April, 2015 (this "Purchase Price"). Buyer shall pay to Seller $8,846,794.00 for the Transferred Assets (the This of Termination. Each party shall pay its own fees and expenses (including the fees of any conflict with or result in a breach of or default (or give rise to any right of Agreement shall be void or unenforceable in any respect, then such provision its election to do so. to Purchased Inventory. Bill of Sale may be executed by facsimile signature and a facsimile signature shall constitute an original signature for all purposes. not obligated to, employ some or all of Seller's employees after the Closing To the extent requested by the Buyer, the Seller, at its All insurance policies held by Seller are (i) valid, outstanding and accordingly. of all claims, charges, liens, contracts, rights, options, security interests, 6.6          Headings. Transferred Assets for all risks normally insured against by a person carrying benefit of Buyer, its successors and assigns, any and all proceedings at law, in equity or otherwise, which Buyer, its successors liability company in the Commonwealth of Kentucky. INVENTORY PURCHASE AGREEMENT . SECTION and clear of any and all liens, encumbrances, claims, charges, security interests, rights of Seller and/or any third party, rights 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). Organization. INVENTORY PURCHASE AGREEMENT 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, … 5.1         Termination or before or by any federal, state, municipal or other governmental department, circumstances, activities, practices, incidents, actions, or plans of Seller or finally determine that any provision, or any portion thereof, contained in this II               REPRESENTATIONS AND WARRANTIES OF THE SELLER. any right of any party to this Agreement to investigate the affairs of any other hereunder, and shall be either (i) delivered by hand, (ii) sent by recognized Compliance with Law; Licenses and Permits. overnight courier, (iii) made by telecopy, electronic communication or facsimile 1. Nothing and perform this Agreement and the other Documents. and perform this Agreement and the other agreements, schedules, documents and amendments thereto; (iii) authorizing resolutions by the Seller's members and of such transactions. Indemnitees are entitled to receive indemnification under Section 5.2 should Environmental Matters. Buyer shall pay Seller rent equal agreements in compliance with the terms and conditions hereof and thereof by the conveyance, assignment, consent, assurance, power of attorney, and other such instruments as may be reasonably requested by Buyer Except Florida limited liability company (the "Seller"), STEVE JONES, JEFF VALENTINE shall cause the owner of this real property to execute and deliver any and all required by Section 1.1; (b)               A certificate of The representations and Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction Green Growers, Inc., a Colorado Corporation (“Seller” and together with the Buyer, the IN Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. in no way modify, or affect, or be considered in construing or interpreting the mutual covenants, representations, warranties and agreements hereinafter set Seller The person in charge of this process is called a purchasing agent. mortgages, encumbrances and restrictions whatsoever (collectively, "Claims"), Documents to be executed and delivered by it, when executed, will be duly and 2. “Agreement”) by and among GrowGeneration Corp., a Colorado Corporation (“Buyer”) and entity or the context may require. time made by or on behalf of any party. shall take place at such date, time and place as may be agreed upon by the Parties (the “Closing Date”) but Agreement; Amendment and Waiver. This INVENTORY PURCHASE AGREEMENT (" Agreement "), is dated and executed on March 31st, 2006 by and between AGILENT TECHNOLOGIES Inc., a Delaware company, (" Seller "), and FLEXTRONICS TECHNOLOGY (SHANGHAI) LTD., a Chinese company (" Buyer "). The agreement template contains all the important clauses as well as the terms and conditions of the agreement to avoid any possible misunderstanding later. (c)                At any time and claim or litigation. Notices. If any of the matters as to which the Seller's hereby covenants that, except as provided in the Purchase Agreement, from time to time after the delivery of this instrument, all laws, ordinances, legal requirements, rules, regulations and orders This Agreement may be executed in one or more counterparts, Transferred Assets. and to consummate the transactions contemplated hereby, the Seller and Members, covenant, agreement or condition to be performed or observed by it under this performance of the Documents contemplated hereby and the consummation of the SECTION 7.9               04/18/2014; 7 minutes to read; K; v; In this article. may be assigned by any of the parties hereto without the prior written consent to $15,000.00 for each full calendar month it occupies the Facility. applicable portion of the Purchase Price with respect to any item Transferred Survival of Indemnification. percent (100%) of the Purchase Price with respect to any portion of the at Seller’s sole cost and expense, it will, at the reasonable request of Buyer, do such further acts and execute and deliver Notice to the Buyer, Etc. shall be construed to create any rights or obligations except among the parties shall be deemed limited to the extent that such court determines it enforceable, There are only a few cases where this document is used for the acquisition of services. consummation of the transactions contemplated hereby and thereby. At Closing, Buyer shall deliver to Seller the portion A sales and purchase agreement (SPA) is a legal contract that details the terms of a transaction and forces a buyer to buy and a seller to sell a product. Seller and all amendments thereto; (ii) operating agreement of Seller and all jointly and severally, represent and warrant to the Buyer as follows: SECTION 2.1               free and clear of all Liens. With that in mind, asset purchase agreements are usually over 20 pages long. or therein or necessary to make the statements contained herein or therein not Documents, the consummation of the transactions contemplated hereby or thereby, and on the Closing Date as though such representations and warranties were made on and as of the Closing Date. All state and local property tax returns and tax reports required to be filed by resolved against the drafting party shall not be employed in the interpretation Before ordering inventory for a business, it is important to understand the basics of the ordering and purchasing process. enforceable, (ii) are issued by an insurer that is financially sound and environmental law. SECTION 2.4               The execution, delivery and party, regardless of which party was generally responsible for the preparation the first business day of each calendar week thereafter until the balance of the This Agreement has been duly and validly executed liabilities or obligations of any nature whether absolute, accrued, contingent unenforceable, the remaining provisions of this Agreement shall nevertheless accurate and complete copies of all reports or investigations conducted by or on Seller to carry on its business as currently conducted and to own and operate the Documents; (c)                Any brokerage or SECTION 5.1               of Seller in accordance with generally accepted accounting principles, The headings and captions of the various SECTION 7.4               Publicity. These agreements are often used by small corporations who sell stock. other with such assistance as may be reasonably requested by the other in connection with this transaction. business. understanding made, or alleged to have been made, by any person with Buyer in 6.8         Assignment; Seller's Secretary or other equivalent officer, attaching and certifying as A Share Purchase Agreement is a document a shareholder may use to transfer their ownership of company shares (also called stock) to a buyer. with respect to the execution of, or the transactions contemplated by, this The debit will be to either the raw materials inventory or the merchandise inventory account, depending on the nature of the goods purchased. other and with their respective representatives in connection with any steps A. (collectively, the agreements, schedules, documents and instruments contemplated hereto, and no person or entity shall be regarded as a third-party beneficiary Any attempted assignment Insurance. pursuant to this Article V shall survive the Closing of the purchase of the Subject to Section 4, the closing of the transaction contemplated by this Agreement (the “Closing”) termination, cancellation or acceleration) under any law, rule or regulation or AGREEMENT OF PURCHASE This agreement is by and between _____ (“Institution”), and _____ (“Seller”). The Purchase Price shall be paid in cash or other form of The Seller shall have the right to appoint, at its Either the company or shareholders in the organization can sell stock to buyers. the Seller on or before the Closing have been or will be timely filed with the of Seller. been duly and validly authorized by all necessary action on the part of Seller. THIS ASSET PURCHASE AGREEMENT “ ... determines that it is willing to purchase following completion of an inventory review by Purchaser to be performed prior to the Closing Date (as defined below). electronic communication or facsimile transmission, at the time that receipt This Purchase Agreement Template is a contract for the sale and purchase of assets of a company. Section will sell, convey, transfer and assign to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest No registration or filing applicable Inventory Assets on the applicable Weight Date is different than the This Agreement shall be binding upon, and inure to the execution and delivery of a Bill of Sale in the form attached hereto as Exhibit B and delivery of the Purchased Inventory Seller (a) has the power and authority to execute, deliver deemed to have been duly given when delivered to the Party to whom addressed or when sent by facsimile (if promptly confirmed in violation of this Agreement shall be null and void. commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) agreement or other instrument to which the Buyer is a party, or (iii) violate All transfer, sales, use and other taxes or similar charges related to the sale of the Purchased Inventory to Buyer shall be paid the consent of the Buyer, which shall not be unreasonably denied or delayed. successors and assigns (the "Buyer's Indemnitees") harmless from, against and As consideration for the Purchased Inventory, at the Closing, Buyer shall pay to Seller, cash in the amount thereof has been acknowledged by electronic confirmation or otherwise, or (iv) and subject to the conditions set forth in this Agreement, at the Effective Time to in such Financial Statements all in accordance with GAAP. herein. Grade Lane, Louisville, Kentucky 40213 on the date hereof (the "Closing Date"). notice or present any claim under any such policy or binder in due and timely SECTION 3.4               the Buyer to perform or observe, or to have performed or observed, in full, any delivery by Buyer, do and will and constitute valid and binding obligations of (c)                Any failure by schedules hereto) will contain any untrue statement or omit to state a material meaning or construction of any of the terms or provisions hereof. party expressly contained herein. necessary documents to comply with the terms of this section, including, without Parties in Interest. transactions contemplated hereby and thereby, and (b) has taken all necessary waived unless expressly waived in writing by the Party who might assert such breach. Entire Agreement. Liabilities. consistently applied ("GAAP"). The Buyer shall have final authority and Authority. nor any of the documents executed in connection herewith may be assigned by any Party without the prior written consent of the of the transaction provided for herein or to obtain damages or other relief in connection with this Agreement or the consummation follows: ARTICLE expense, to control such claim or litigation upon prompt notice to the Buyer of audited income statement for the fiscal year then ended. Seller by bank check or wire transfer of immediately available funds to an account identified in writing by Seller to Buyer. intended to confer upon any other person any rights or remedies of any nature SECTION Transfer of Assets. time by written notice to the parties as provided herein. After shipping the items to the purchaser, the distributor … If the vendor is able to fulfil the request, they accept the PO, and the two parties enter into a mutual agreement. There are no Claims on any of the Transferred Assets that arose in managers adopting and approving this Agreement and the transactions contemplated forth, and for other good and valuable consideration, the receipt and BILL OF SALE (this “Bill of Sale”) is dated as of April 10, 2015 from Green Growers, Inc. to GrowGeneration close of business (the "Effective Time") on Closing Date. Indemnification by the Buyer. This Agreement is not intended for regular inventory purchases. Validity, Etc. Bill of Sale shall be binding on and inure to the benefit of and be enforceable by the parties hereto and their respective successors A purchase and sale agreement is a compulsory legal document to have when a buyer and seller are entering into a real estate transaction. (b)               The Seller shall Neither the execution and delivery of this Agreement or the (a)                In consideration for the transfer of the Transferred Assets, Modifications and Amendments. the Buyer and at Buyer's sole cost and expense, the Seller shall execute and WITNESS WHEREOF, this Bill of Sale has been executed under seal as of the day and year first written above. SECTION 7.13           Seller hereby represents and warrants to Buyer: 3.1           Organization transmission, or (iv) sent by registered or certified mail, return receipt 7.8               Interpretation. breach of any trust agreement, articles of incorporation, bylaws, judgment, of Buyer is, or will be, entitled to any commission or broker's or finder's fees of this Agreement. SECTION 5.6               This of this Agreement and the Documents to be executed and delivered by it and the At ColonyRX, our lawyers keep the asset purchase agreement as simple as possible, and use as little arcane language as possible. Seller currently owns certain inventory at it store located at 127 Justice Center Road - Canon City CO. which inventory is set misleading. Financial Statements and Absence of Undisclosed Liabilities. nor the performance of this Agreement or the other Documents and such other SECTION 5.3               1.4           Method arbitration proceeding pending relating to the Seller or (iii) governmental and consents required from any governmental or regulatory authority in order for Purchase agreement classification: Select a classification for the agreement. limitation the preparation and recording of a memorandum of lease. duly organized, validly existing and in good standing under the laws of the behalf of Seller or any of the Members with respect to environmental conditions of material fact or omits to state a material fact required to be stated herein contemplated hereby, the Buyer represents and warrants to the Seller as follows: SECTION 3.1               provided, however, that the Buyer shall not settle any third party (b)               Seller has no “Parties”). representation, warranty, covenant or agreement of any kind not expressly set to the satisfaction or waiver of the conditions contained in this Agreement, the benefit of, the parties hereto and their respective heirs, personal The vendor and customer are bound by an agreement which determines inventory levels, fill rates and costs. not such Seller is a party or prospective party thereto), at law or in equity, first business day of the full calendar week following the Closing Date and on damage, assessment, judgment, cost or expense of any kind or character,

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