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Asset Purchase Agreements For Software And Internet Companies

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TA 15111 Asset Purchase Agreement For Website Services Firm For Cash, Subordinated Note, And Earn Out Payments

This form is a purchase agreement for the acquisition of the assets of a web development and interactive consulting firm by a larger similar concern. The main employees of the acquired firm will work for the larger purchasing company post-closing. These principals will be hired as employees pursuant to employment agreements, and will receive incentive stock options in the buyer as part of the deal.

The agreement contains an extensive array of both seller and buyer warranties and representations in connection with the sale. Certain specific enumerated seller liabilities associated with operation of the purchased target are assumed by the buyer.

The purchase price for the assets of the smaller firm consists of some cash at closing, a subordinated note that will remain junior to the acquired target's senior debt, and contingent payments in the form of earn-out payments to the selling principals assuming certain net revenue targets are achieved during the term of the earn-out period.

Number of Single Spaced Pages: 40

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