A property transfer agreement, also known as a bill of sale, is a legal contract that transfers the ownership of real estate. A buyer and seller will agree to terms such as price, date of closing, financing arrangements, inspections, contingencies and deed requirements. The property transfer agreement documents the transfer of ownership of the asset in writing.
Property transfer agreements can be used outside of real estate as well. You can see them used for buying and selling businesses, intellectual property, purchasing equipment, and others non-real estate assets. It is important to legally document the transfer of ownership since most purchase agreements only document the terms of the transaction.
Below is a list of common sections included in Property Transfer Agreements. These sections are linked to the below sample agreement for you to explore.
ASSET PURCHASE, SALE AND TRANSFER AGREEMENT
This Asset Sale, Purchase and Transfer Agreement (this “Agreement”) is made between DMP Holdings, Inc., a Utah corporation (the “Seller”), and Security Solutions Group, Inc., a Nevada corporation (the “Buyer”) on this 12 th day of November, 2009
WHEREAS, Buyer desires to acquire certain assets and business operations owned by Seller, and Seller is willing to sell such assets and business operations to Buyer, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for the good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Definitions . As used herein, the following terms shall have the following meanings:
A. Assets. The term “Assets” shall mean Praesidium a brand protection, loss prevention and asset management technology that includes IP, agreements, contracts, documents, equipment and inventory, specifically designed to provide a total solution in the area of Brand Protection and Loss Prevention products and services.
B. Contracts. The term “Contracts” shall mean the contracts and leases (except for the long term leases described in Section 1.3), which are described in Sections 1.1 and 1.2 and 1.4.
C. Closing. The term “Closing” or “Closing Date” shall have the meaning ascribed to it in Section 3.1.
D. Material Adverse Effect. The term “Material Adverse Effect” shall mean events which have an adverse effect in the aggregate which, measured in dollars, exceeds the sum of $15,000.
E. Material Contract. The term “Material Contract” shall have the meaning ascribed to it in Section 5.3.
F. Affiliate of Seller. The term “Affiliate of Seller” shall mean (i) any individual, partnership, corporation, or other entity or person which is owned or controlled directly or indirectly by Seller; (ii) any other individual, partnership, corporation, or other entity or person which controls or is controlled by or under common control with Seller; and (iii) any officer, director, partner, or owner of 10 percent or greater equity or voting interest in any such other corporation, partnership, or other entity or person.
G. Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended.
H. Agreement. The term “Agreement” shall mean this instrument and all Schedules and Exhibits attached hereto.
1. Sale, Purchase and Transfer of Assets . Subject to the terms and conditions of this Agreement, at the Closing referred to herein, Seller agrees to sell, transfer and assign and Buyer agrees to purchase and accept on the terms stated herein, all of Seller’s right, title and interest in and to the Assets, including, without limitation, the following:
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(a). Records. Seller’s management and other records relating to the Assets which, in the reasonable judgment and discretion of Seller, are segregated or segregatable by Seller from the overall records of Seller, including but not limited to inventory systems, hardware, software, records, customer lists, computers, office equipment and furniture.
(b). Mobile Equipment, Machinery and Equipment. The mobile equipment, machinery, equipment, tools, fixtures and furniture used by Seller exclusively or primarily in connection with the Assets as such items listed thereon may have been sold, replaced, deleted or added in the ordinary course of business, together with certificates of title for motor vehicles which are licensed and owned by Seller.
(c). Office Supplies. The office supplies and forms, packaging materials and similar miscellaneous tangible personal property used by Seller exclusively or primarily in connection with the Assets.
(d). Contracts. All rights and obligations under those instruments not related to real property, including the contracts, leases, permits and licenses to the extent the same are assignable, including sales orders and commitments, purchase orders and commitments, agreements and contracts of Seller which relate to work or services to be performed for Assets.
(e). Accounts receivables reflected on Seller’s books for goods invoiced, shipped, or delivered, and advance payments generated or incurred by or in connection with the (including allowances for deductions from remittances, employee advances, rebates, receivables, deposits on bids) and other receivables and claims including claims against third parties which arise from acts or events occurring prior to the Closing Date;
1.2 Assignment of Contracts .
(a). Contracts Assignable Without Consent. Seller agrees to assign or cause to be assigned to Buyer, as of the Closing, all of the rights of Seller under the Contracts that are assignable without consent of any third party and Buyer shall assume, as of the Closing, all obligations of Seller thereunder which arise before, at or after Closing.
(b). Seller to Use Reasonable Efforts. Anything in this Agreement to the contrary notwithstanding, Seller shall not be obligated to sell, assign, transfer or convey or cause to be sold, assigned, transferred or conveyed to Buyer, if applicable, any of its rights in and to any of the Contracts without first obtaining all necessary approvals, consents or waivers. Seller shall use all reasonable efforts, and Buyer shall reasonably cooperate with Seller, to obtain all necessary approvals, consents or waivers, or to resolve any impracticalities of transfer necessary to assign or
convey to Buyer, if applicable, each such Contract as soon as practicable; provided, however, that neither Seller nor Buyer shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which shall be paid by Buyer to the third party from whom such approval, consent or waiver is requested. Such approvals, consents, and waivers shall be in favor of Buyer. In the event Seller obtains consent to assignment of a Contract prior to the Closing, Buyer shall assume, as of Closing, all obligations of Seller thereunder which arise before, at or after the Closing, as though no consent was required.
(c). If Waivers or Consents Cannot be Obtained. To the extent that any of the approvals, consents or waivers referred to in have not been obtained by Seller as of the Closing, or until the impracticalities of transfer are resolved, Seller shall, during the remaining term of such Contracts, use all reasonable efforts to (i) obtain the consent of any such third party with the filing fees and ordinary administrative charges payable to such third party to be split equally by the parties; (ii) cooperate with Buyer in any reasonable and lawful arrangements designed to provide the benefits of such Contracts to Buyer, so long as Buyer fully cooperates with Seller in such arrangements; and (iii) enforce, at the request of Buyer and at the expense and for the account of Buyer, any rights of Seller arising from such Contracts against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Contracts in accordance with the terms thereof upon the request of, and indemnification from, Buyer).
(d). Non-assignability. The rights and obligations of either party is not capable of being sold, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a government or governmental unit), or if such sale, assignment, transfer or conveyance or attempted assignment, transfer or conveyance would constitute a breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof, or an attempted assignment, transfer or conveyance thereof.
1.3 Transferring Permits and Licenses . Seller will assign, transfer or convey, or cause to be assigned, transferred or conveyed to Buyer at the Closing those permits and licenses, to the extent that any Contract or any claim, right or benefit arising thereunder are held or used by the Seller in connection with the Assets and which can be assigned without having to obtain the consent of any third party with respect thereto. Seller will cooperate with Buyer in obtaining any third party consents necessary to the assignment or transfer of any other permits or licenses used or held by Seller in connection with the Assets which are so assignable or transferable; however, neither Seller nor Buyer shall be obligated to pay any consideration therefor except for filing fees and other ordinary administrative charges which shall be paid by Buyer to the third party from whom such approval, consent or waiver is requested. Buyer shall assume, as of Closing, all obligations of Seller arising prior to, at or after Closing under those permits and licenses which can be transferred without having to obtain the consent of any third party and those permits and licenses for which consent to transfer is obtained prior to Closing. Subsequent to the Closing, to the extent permitted by law, upon ninety (90) days prior written notice, Seller shall have the right to cancel any permits or licenses or any bonds, guarantees or undertakings by Seller applicable to the Assets or the Business to the extent such are not so assigned or transferred to Buyer pursuant to this Section.
1.4. Liabilities Assumed by Buyer . Buyer shall, effective as of the Closing and without any further responsibility or liability of or recourse to Seller, or its directors, shareholders, officers, partners, employees, agents, consultants, representatives, successors, transferees or assignees, absolutely and irrevocably assume and shall be liable and responsible for the claims, liabilities, and obligations of Seller
with respect to the Assets, whether or not disclosed to Buyer, and whether or not occurring or arising prior to, at or after Closing.
2. Consideration . Subject to adjustment in accordance with the provisions of this Agreement, the Consideration submitted to Seller by Buyer for the Assets is in the amount of $407,500 (the “Purchase Price”). The Consideration shall be made in the form of a Promissory Note by and between Security Solutions Group, Inc. as Promisor, and DMP Holdings, Inc., as Payee.