AI Generated Sale and Purchase Agreement for use in the United States
PDF & Word - 2026 Updated

The primary purpose of this sale and purchase transaction is to transfer ownership of a manufacturing and software development business from the Seller to the Purchaser to enable the Purchaser to expand its operations in the industrial and technology sector.

The Seller is Tech Innovations LLC, a limited liability company established in 2020, specializing in custom manufacturing and software solutions, with a history of serving clients across multiple industries.

The Purchaser is a rapidly growing engineering firm founded in 2010, focused on innovative product development and seeking to acquire complementary manufacturing and software capabilities to enhance its supply chain.

The Seller is transferring the Business Assets and Real Property to the Purchaser pursuant to the terms of this Agreement.

This Agreement is made effective as of January 15, 2024.

The full legal name of the business being sold under this Agreement is Tech Innovations LLC.

The interpretation of this Agreement shall be governed exclusively by the laws of the State of Delaware.

In this Agreement, unless the context otherwise requires, words in the singular include the plural and vice versa.

"Business Assets" means the Purchased Assets as defined in Section 6.

"Real Property" means the real property included in the Purchased Assets as described on Schedule 6.4.

The agreed purchase price for the Business Assets is $500,000 USD, payable in full at closing, subject to any adjustments as set forth herein.

Any purchase price adjustments shall be calculated on the basis of Net Asset Value as set forth on Schedule 3.2.

The parties shall include provisions for contingency-based adjustments to the purchase price as set forth in this Agreement and in the escrow agreement referenced herein.

The Buyer shall pay the purchase price to the Seller by Wire Transfer at closing.

The Buyer shall provide a deposit as required under this Agreement, to be applied toward the purchase price at closing.

The remaining balance shall be paid in full at closing and shall not be paid in installments.

All payments must be completed by the closing date.

The Real Property to be transferred as part of the Business Assets is described on Schedule 6.4 attached hereto.

The sale and purchase shall include all fixtures, improvements, and appurtenances attached to the Real Property.

At the closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest of Seller in and to the following assets used in or related to the business of Tech Innovations LLC (collectively, the "Purchased Assets"), free and clear of all liens, claims and encumbrances except as disclosed on the Disclosure Schedules:

Notwithstanding anything to the contrary, the Purchased Assets shall not include the following (collectively, the "Excluded Assets"), which shall be retained by Seller:

Buyer shall assume only the following liabilities (the "Assumed Liabilities"), and no others: (i) all liabilities arising under the Assumed Contracts after the Closing Date; and (ii) all liabilities arising from the ownership or operation of the Purchased Assets after the Closing Date. All other liabilities of Seller, whether known or unknown, fixed or contingent, shall remain with and be retained by Seller (the "Excluded Liabilities"), including but not limited to all pre-Closing liabilities, all indebtedness for borrowed money, all taxes relating to periods prior to Closing, and all liabilities related to employees for periods prior to Closing except as expressly assumed pursuant to Section 11.

The method to be used for transferring title of the Real Property from the Seller to the Buyer is Special Warranty Deed or such other form as is customary in the jurisdiction where the Real Property is located.

The Seller confirms that the Seller has good and marketable title to all Purchased Assets, including the Real Property.

There are no outstanding liens or encumbrances on the Purchased Assets except as disclosed on Schedule 7.3.

The parties shall obtain owner's title insurance for the Real Property as set forth in Section 10.

The Real Property is currently owned by Seller free of any ownership disputes.

There are no pending disputes, lawsuits, or claims affecting the title to the Purchased Assets except as disclosed on the Disclosure Schedules.

The full legal name of the Seller is Tech Innovations LLC, a Delaware limited liability company.

The nature of the Seller's business operations is that Tech Innovations LLC is a manufacturing and software development company specializing in custom fabrication, web applications and mobile apps for businesses, with operations including project management, coding, testing, client support and manufacturing, with a team of 20 employees.

The Seller is in good standing with all relevant state authorities.

The Seller has no subsidiaries or affiliates other than as disclosed on Schedule 8.4.

The legal structure of the Seller is a limited liability company duly organized under the laws of Delaware.

The date of formation of the Seller is March 15, 2020.

The sale requires no approvals from regulatory bodies or third parties other than as disclosed on Schedule 8.7 and the consents to assignment of the Assumed Contracts.

The Seller's annual revenue for the most recent fiscal year is $1,250,000 as reflected in the Financial Statements included in Schedule 8.8.

The total value of the Seller's assets as per the latest balance sheet included in the Financial Statements is $850,000.50.

The total amount of the Seller's liabilities is $200,000 as reflected in the Financial Statements, none of which are Assumed Liabilities except as expressly provided herein.

The Seller has fully complied with all tax obligations to date, except as disclosed on Schedule 8.11.

The date of the Seller's most recent tax filing is April 15, 2023.

The Seller is not currently involved in any litigation or legal disputes except as disclosed on Schedule 8.13.

The Seller complies with all applicable environmental laws and regulations, except as disclosed on Schedule 8.14.

There are no unresolved disputes with employees or labor unions except as disclosed on Schedule 8.15.

The Seller currently has 20 full-time employees, as listed on Schedule 11.1.

The Seller owns all Transferred IP used in operations free of liens, and such IP is valid and enforceable. The operation of the Business does not infringe any third-party intellectual property rights. All key IP assets are listed on Schedule 6.1(d).

The key contracts essential to the Seller's business operations are listed on Schedule 6.1(e).

The title to all Purchased Assets, including Real Property, is free and clear of encumbrances except as disclosed on the Disclosure Schedules.

Seller has provided true and complete copies of the Financial Statements for the past three (3) years, attached as Schedule 8.8.

The full legal name of the Buyer is ABC Technologies Inc.

The Buyer was organized in the jurisdiction of Delaware, United States.

The Buyer is in good standing in its jurisdiction of organization.

The Buyer is qualified to do business in all jurisdictions where it is required for this transaction.

The Buyer has the corporate power to execute and perform under this Agreement.

The Buyer has obtained all necessary authorizations to enter into this Agreement.

Entering into this Agreement will not conflict with the Buyer's organizational documents or material contracts.

Entering into this Agreement will not violate any laws applicable to the Buyer.

There is no pending or threatened litigation against the Buyer that could affect the transaction.

The entity type of the Buyer is a corporation.

The Buyer is not a non-US entity or controlled by non-US persons.

The Buyer has secured all necessary financing to complete the purchase.

There has been no material adverse change in the Buyer's financial condition since the agreement date.

The Buyer was formed on May 15, 2020.

The principal place of business of the Buyer is 123 Innovation Drive, San Francisco, CA 94105, United States.

The Buyer's obligation to close is subject to the satisfaction of the following conditions: (i) completion of satisfactory due diligence; (ii) obtaining all necessary third-party consents for the assignment of the Assumed Contracts; (iii) delivery of title insurance commitment for the Real Property in form and substance satisfactory to Buyer; (iv) accuracy of Seller's representations and warranties; (v) Seller's compliance with all covenants; and (vi) no Material Adverse Effect having occurred.

The Buyer's due diligence approval must be satisfied before closing.

The deadline date for completing due diligence is December 15, 2024.

The Buyer's financing must be secured before closing.

Clear title insurance for the Real Property must be obtainable before closing.

All conditions precedent must be satisfied or waived by December 31, 2024.

The Buyer shall commence the due diligence period on January 15, 2024.

The Buyer's due diligence period shall end on March 15, 2024.

The Buyer shall have the right to inspect and review Financial Records, Physical Assets, Legal and Compliance Documents, Real Property, Intellectual Property, Material Contracts, and Employee Files during due diligence, all as more fully described in the Due Diligence Request List attached as Exhibit A.

The Seller shall provide reasonable assistance to the Buyer during due diligence, including access to personnel and facilities upon reasonable notice.

The Buyer shall keep all due diligence information confidential in accordance with the Confidentiality Agreement between the parties dated prior to the date hereof.

The Buyer shall have the right to terminate the Agreement based on due diligence findings that disclose a Material Adverse Effect, Environmental Issues, Title Defects, Financial Discrepancies or material inaccuracies in the representations and warranties.

The Buyer shall provide notice of any issues or termination during due diligence by written notice via email to the Seller's designated representative or certified mail to the Seller's address specified in the Notices section.

The Seller covenants to operate the Business in the ordinary course until closing and to maintain the Purchased Assets in their current condition, ordinary wear and tear excepted.

The Seller covenants to maintain all existing insurance policies in full force until closing.

The Seller must not make any material changes to the Business without the Buyer's prior written consent until the Closing Date.

The Seller covenants to timely pay all taxes and assessments due with respect to the Purchased Assets until closing and to comply with all applicable laws.

The Seller shall use commercially reasonable efforts to obtain all third-party consents necessary for the assignment of the Assumed Contracts.

Seller shall deliver all notices and comply with all requirements of any applicable bulk sales laws as set forth in Section 15.

The Buyer shall secure financing prior to closing on terms acceptable to Buyer.

The Buyer shall maintain its normal business operations until closing.

The Buyer shall comply with all applicable laws until closing.

Buyer shall cooperate with Seller in obtaining all necessary consents and approvals for the transaction.

Schedule 11.1 contains a true and complete list of all employees of the Business, including each employee's name, title, current compensation, years of service, and accrued vacation or paid time off.

Buyer shall, or shall cause an affiliate to, extend offers of employment to all or selected employees of the Business effective as of the Closing Date on terms comparable to their current compensation, with credit for prior service with Seller for purposes of eligibility and vesting under Buyer's benefit plans (but not for benefit accrual).

Seller shall be responsible for all liabilities related to employees of the Business for periods prior to the Closing Date, including wages, benefits, vacation pay, and any claims arising from pre-Closing employment, except as expressly assumed by Buyer pursuant to this Section 14.

Buyer and Seller shall comply with all requirements of the Worker Adjustment and Retraining Notification Act (WARN Act) and any similar state laws with respect to any plant closing or mass layoff in connection with the transactions contemplated hereby. Seller shall be responsible for any liabilities under the WARN Act arising from actions taken by Seller prior to Closing.

Effective as of the Closing Date, the employees who accept Buyer's offer of employment shall cease to participate in Seller's employee benefit plans, and Buyer shall be responsible for all liabilities related to such employees arising after the Closing Date with respect to Buyer's employee benefit plans.

Seller shall retain all liabilities for any pre-Closing workers' compensation claims, COBRA obligations, and any other employment-related claims that relate to events occurring prior to the Closing Date.

The closing date for this Agreement is December 15, 2024, or such other date as the parties may mutually agree in writing (the "Closing Date").

The closing shall take place at the offices of Buyer's counsel, or by electronic exchange of documents, on the Closing Date.

The type of closing procedure for completing the transaction is a simultaneous sign-and-close escrow closing.

At Closing, Seller shall deliver to Buyer: (i) a bill of sale and assignment and assumption agreement conveying the Purchased Assets and Assumed Liabilities; (ii) a special warranty deed for the Real Property; (iii) an assignment of the Transferred IP; (iv) original counterparts of all Assumed Contracts; (v) all keys, codes and access information for the Real Property and tangible assets; (vi) the officer's certificate required by Section 10; and (vii) such other instruments of transfer as Buyer may reasonably request.

At Closing, Buyer shall deliver to Seller: (i) the purchase price by wire transfer of immediately available funds; (ii) the executed assignment and assumption agreement; (iii) the officer's certificate required by Section 10; and (iv) such other documents as Seller may reasonably request.

The signing of all closing documents shall occur simultaneously with the transfer of funds and delivery of the Purchased Assets.

All deliveries shall be made by electronic transmission where possible, with originals to follow as necessary.

Seller shall be responsible for and shall pay all taxes arising out of or relating to the operation of the Business or ownership of the Purchased Assets for all periods (or portions thereof) ending on or prior to the Closing Date, including any sales, use, excise, or other transfer taxes attributable to the sale of the Purchased Assets.

Buyer shall be responsible for and shall pay all taxes arising out of or relating to the operation of the Business or ownership of the Purchased Assets for all periods (or portions thereof) beginning after the Closing Date. All real and personal property taxes shall be prorated between Seller and Buyer as of the Closing Date on a per diem basis.

Seller and Buyer shall cooperate in the preparation and filing of all tax returns and reports relating to the Business and Purchased Assets, including any required filings under applicable bulk sales or bulk transfer laws. Seller shall prepare and file all tax returns for periods ending on or before the Closing Date.

All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the transactions contemplated hereby (collectively, "Transfer Taxes") shall be borne equally by Buyer and Seller. The party required by law to file any tax return or report relating to Transfer Taxes shall do so and the other party shall cooperate in the preparation and filing thereof.

Seller shall comply with any applicable bulk sales laws, including providing all required notices to creditors, filing all necessary affidavits, and obtaining clearance certificates from taxing authorities. If any creditor claims are asserted under bulk sales laws, Seller shall be responsible for satisfying such claims from its own funds so that Buyer does not incur any liability therefor. If compliance with bulk sales laws is not practicable, the parties shall cooperate to devise and implement an alternative arrangement to protect Buyer from any resulting liability.

Seller shall indemnify, defend and hold harmless Buyer and its affiliates, officers, directors, employees, agents and representatives (the "Buyer Indemnitees") from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys' fees, costs and other out-of-pocket expenses) (collectively, "Losses") arising out of or resulting from: (i) any breach of any representation or warranty made by Seller in this Agreement or the Disclosure Schedules; (ii) any breach of any covenant or agreement by Seller in this Agreement; or (iii) any Excluded Liabilities or Excluded Assets.

Buyer shall indemnify, defend and hold harmless Seller and its affiliates, officers, directors, employees, agents and representatives (the "Seller Indemnitees") from and against any and all Losses arising out of or resulting from: (i) any breach of any representation or warranty made by Buyer in this Agreement; (ii) any breach of any covenant or agreement by Buyer in this Agreement; or (iii) any Assumed Liabilities after the Closing.

The representations and warranties contained in this Agreement shall survive the Closing as follows: (i) fundamental representations and warranties (including those relating to organization, authority, title to assets, taxes, brokers and capitalization) shall survive indefinitely; (ii) all other representations and warranties shall survive for a period of eighteen (18) months after the Closing Date; and (iii) covenants shall survive for the period specified therein or, if none, until fully performed. Claims for fraud or willful misrepresentation shall survive indefinitely.

No claim for indemnification may be made unless the aggregate amount of all Losses exceeds the Basket Amount of $50,000 (the "Basket"), in which event the indemnifying party shall be liable for all Losses including the Basket (tipping basket). The maximum liability of Seller for indemnification claims under this Section 18 (other than for fundamental representations, covenants, taxes or fraud) shall not exceed the Cap of $1,000,000. There shall be no Basket or Cap for claims based on fundamental representations and warranties, breaches of covenants, taxes, or fraud.

At Closing, $75,000 of the Purchase Price shall be deposited into an escrow account with the Escrow Agent pursuant to an escrow agreement to be entered into at Closing (the "Escrow Amount"). The Escrow Amount shall serve as security for Seller's indemnification obligations hereunder and shall be held and released in accordance with the terms of the escrow agreement. Claims for indemnification shall be made first against the Escrow Amount before seeking recovery directly from Seller, except for claims for which there is no Basket or Cap.

A party seeking indemnification (an "Indemnified Party") shall give the indemnifying party (the "Indemnifying Party") prompt written notice of any claim for indemnification (a "Claim Notice"), describing the claim in reasonable detail. The Indemnified Party's failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is actually prejudiced thereby.

With respect to any third-party claim for which indemnification is sought, the Indemnifying Party shall have the right to assume and control the defense of such claim at its expense with counsel reasonably acceptable to the Indemnified Party, provided that the Indemnifying Party notifies the Indemnified Party within thirty (30) days of receipt of the Claim Notice of its election to assume the defense. If the Indemnifying Party does not assume the defense, the Indemnified Party may defend the claim at the Indemnifying Party's expense. The parties shall cooperate in the defense of any claim. The Indemnifying Party shall not settle any third-party claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld) if the settlement would impose any non-monetary obligation on the Indemnified Party or would reasonably be expected to have a material adverse effect on the Indemnified Party's business or reputation.

The indemnification provisions in this Section 18 shall be the exclusive remedy for breaches of representations, warranties and covenants under this Agreement, except for claims based on fraud or willful misrepresentation, in which case the parties shall have all rights and remedies available under law. Nothing in this Agreement shall limit the parties' rights to specific performance or injunctive relief.

The parties shall keep the terms of this Agreement and all related information confidential, except as required by law or as necessary to obtain consents or financing.

The confidentiality obligations shall be mutual, applying equally to both the Buyer and the Seller.

Confidential information shall include all information disclosed by one party to the other in connection with the transaction, whether before or after the date hereof, except information that is or becomes generally available to the public without breach of this Agreement.

The confidentiality obligations shall survive for five (5) years after the Closing Date or termination of this Agreement.

Permitted disclosures shall include disclosure required by law or court order (with prior notice to the other party where practicable), disclosure to professional advisors who are bound by confidentiality obligations, and disclosure with prior written consent.

The remedies for breaches of confidentiality shall include injunctive relief without the need to post a bond, in addition to any other remedies available at law or in equity.

For a period of three (3) years following the Closing Date, the Seller shall not, directly or indirectly, engage in any business that competes with the Business as conducted on the Closing Date within the states of California, New York, and Texas (the "Restricted Territory").

For a period of three (3) years following the Closing Date, the Seller shall not, directly or indirectly, solicit, hire or attempt to solicit or hire any employees of the Business or any person who was an employee of the Business within the six (6) months preceding the Closing Date, or solicit or divert any customers or suppliers of the Business.

The non-compete and non-solicitation restrictions shall end on the third anniversary of the Closing Date.

The geographic area that the non-compete covenant shall cover for the Seller is the states of California, New York, and Texas.

The Seller shall be prohibited under the non-compete covenant from engaging in manufacturing or software development activities that are competitive with the Business as conducted on the Closing Date.

The parties agree that the restrictions contained in this Section 20 are reasonable in scope and duration and are necessary to protect the legitimate business interests of Buyer. If any restriction is held to be unenforceable, it shall be reformed to the maximum extent permitted by law.

The Agreement may be terminated at any time prior to Closing: (i) by mutual written consent of Buyer and Seller; (ii) by either party if Closing has not occurred by March 31, 2025 (the "Outside Date"); (iii) by Buyer upon a material breach by Seller that is not cured within ten (10) business days after notice; (iv) by Seller upon a material breach by Buyer that is not cured within ten (10) business days after notice; or (v) by Buyer if there has been a Material Adverse Effect.

The Buyer may terminate the Agreement upon the occurrence of a Material Adverse Effect or Financing Failure (subject to any applicable cure periods).

The Seller may terminate the Agreement upon the occurrence of Buyer Default on Payment or if a Superior Offer is received and the Buyer does not match such offer within the time period specified herein.

A termination fee of $25,000 shall be payable by the Buyer to Seller upon termination under certain circumstances as specified in this Section 21.

No reverse termination fee shall be payable by the Seller upon termination under certain circumstances.

Any termination of the Agreement shall require written notice to the other party specifying the basis for termination.

The outside date for closing, after which either party may terminate (subject to any applicable exceptions), is March 31, 2025.

Upon termination, this Agreement shall become void and of no further force and effect, except that the provisions of Sections 19 (Confidentiality), 27 (Governing Law; Jurisdiction), and any other provisions that by their nature are intended to survive termination shall survive.

The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

The types of damages available in case of breach include actual damages. Consequential, punitive, special or indirect damages shall not be recoverable except in the case of fraud or willful misconduct.

This Agreement includes a provision for liquidated damages in the event of Buyer's failure to close when required and all conditions to Buyer's obligations have been satisfied or waived.

The remedies outlined in this Agreement are cumulative and do not limit any other remedies available under this Agreement or at law or in equity, except as expressly provided in the indemnification section.

Injunctive relief shall be allowed as a remedy for breaches that cannot be adequately compensated by damages.

The parties waive the right to a jury trial for disputes related to this Agreement to the fullest extent permitted by law.