The Vendor agrees to sell and the Purchaser agrees to buy the specified assets of the Business, including real property, movable property, intellectual property, inventory, contracts, and licenses.
Excluded Assets include cash, securities, employee benefit plans, and certain intellectual property.
The Purchaser does not assume any liabilities of the Vendor prior to the Closing Date.
The Consideration is $NNNN, subject to adjustments based on revaluation of assets.
The Vendor represents and warrants various aspects of the business, including corporate existence, condition of assets, title to properties, compliance with laws, and permits and licenses.
The Vendor is subject to a non-compete restraint for 3 years within a defined area.
The agreement includes transitional arrangements for the transfer of control.
