(Seller)
Name:
Title:
Date:
Galaxy Holdings (Buyer)
![]()
Name: Michael Yuan
Title: General Manager
Date:
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of by and between Galaxy Holdings, a TX LLC located at (the “Buyer”), and , a located at (the “Seller”). The Buyer and the Seller are referred to individually as a “Party” and collectively as the “Parties.”
Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell, transfer, assign, convey, and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all liens and encumbrances, all of the Seller’s right, title, and interest in and to the following assets (collectively, the “Purchased Assets”):
The Purchased Assets do not include the following excluded assets, which shall be retained by the Seller (the “Excluded Assets”): . Except for the liabilities expressly assumed below, the Buyer does not assume and shall not be responsible for any liabilities or obligations of the Seller, whether known or unknown, accrued, contingent, or otherwise (the “Retained Liabilities”). The Buyer assumes only the following liabilities (the “Assumed Liabilities”): .
The aggregate purchase price for the Purchased Assets is (the “Purchase Price”), payable by the Buyer to the Seller at the Closing by wire transfer of immediately available funds, subject to any adjustments and allocations agreed by the Parties in writing and to applicable withholding required by law.
The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on , or such other date as the Parties may agree in writing (the “Closing Date”), remotely by the exchange of executed documents. At the Closing, the Seller shall deliver a bill of sale, assignment, and other instruments of transfer reasonably necessary to vest title to the Purchased Assets in the Buyer, and the Buyer shall deliver the Purchase Price.
The Seller represents and warrants to the Buyer that, as of the Effective Date and as of the Closing Date: (a) the Seller is duly organized, validly existing, and in good standing under the laws of ; (b) the Seller has full power and authority to execute this Agreement and consummate the transactions; (c) the Seller has good and marketable title to the Purchased Assets, free and clear of all liens; (d) the execution and performance of this Agreement do not violate any law, order, or agreement binding on the Seller; (e) there is no litigation pending or threatened that affects the Purchased Assets; and (f) the Purchased Assets are sold in their condition as described, and no representation has been made beyond those expressly set forth herein.
The Buyer represents and warrants that (a) it is duly organized, validly existing, and in good standing under the laws of TX; (b) it has full power and authority to execute this Agreement; and (c) the execution and performance of this Agreement do not violate any law, order, or agreement binding on the Buyer.
Between the Effective Date and the Closing, the Seller shall (a) operate and preserve the Purchased Assets in the ordinary course of business; (b) not sell, encumber, or dispose of any Purchased Asset outside the ordinary course; and (c) provide the Buyer and its representatives reasonable access to the Purchased Assets and related records. The Seller further covenants that, after the Closing, it shall execute such further documents and take such further actions as the Buyer may reasonably request to vest and perfect title to the Purchased Assets.
The Buyer’s obligation to close is subject to (a) the accuracy in all material respects of the Seller’s representations and warranties; (b) the Seller’s performance of its covenants; (c) the receipt of all material consents and approvals; and (d) the absence of any law or order prohibiting the transaction.
From and after the Closing, the Seller shall indemnify, defend, and hold harmless the Buyer and its officers, directors, employees, and affiliates from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of (a) any breach of the Seller’s representations, warranties, or covenants; or (b) any Retained Liability. The Buyer shall similarly indemnify the Seller for any breach of the Buyer’s representations, warranties, or covenants and for any Assumed Liability. The indemnified Party shall give prompt written notice of any claim, and the indemnifying Party shall have the right to assume the defense thereof with counsel reasonably acceptable to the indemnified Party.
This Agreement is governed by and construed under the laws of the State of TX, without regard to its conflict-of-laws rules. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings. It may be amended only in a writing signed by both Parties, may be executed in counterparts, and may be signed by electronic signature. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
Name:
Title:
Date:
Name: Michael Yuan
Title: General Manager
Date: