Asset Acquisition Agreement Sample (General 6)
In the real world, many places will be used in the agreement, the signing of the agreement can ensure that the two sides work together happily. Want to write a letter of agreement but do not know who to ask for advice? The following is a sample of asset acquisition agreement (general 6) that I have compiled for you, welcome to learn and reference, I hope it will help you.
Asset Acquisition Agreement 1
Party A: _________________
Party B: _________________
Party C: _________________
WHEREAS: Party B and Party C entered into an agreement dated _________ _________ on the date of _________ (hereinafter referred to as the "Formation Agreement"), Party B and Party C agreed that Party A would purchase some of Party B's assets in two installments after the formation of Party A. The first installment of the assets would be purchased in the following two installments. Among them, the first phase of the assets in the establishment of Party A within _____ months to receive; the second phase of the assets temporarily handed over to Party A gratuitous use, in _________ year _________ month _________ day after the two batches by Party A to receive.
Party A has been established in accordance with the law, and completed the acquisition of the first phase of the above assets of Party B, Party A is willing to continue to acquire the second phase of the assets of Party B above. After friendly negotiation, the parties entered into the agreement as follows:
Article 1 Asset Acquisition
1.1 Asset Acquisition: Party A agrees to acquire Party B's assets of the second phase mentioned above in accordance with the terms and conditions of this Agreement (for details, please refer to Attachment I to this Agreement: List of Assets (hereinafter referred to as the "Assets Transferred")), and Party B agrees to sell the Assets Transferred to Party A in accordance with the terms and conditions of this Agreement. (hereinafter referred to as the "Transferred Assets"), Party B agrees to sell and transfer the Transferred Assets to Party A on the terms and conditions of this Agreement.
1.2 Delivery of Assets: The Transferred Assets shall be delivered in two installments in the following manner:
(1) _________ property shall be delivered to Party A on the Effective Date of the Agreement;
(2) other assets shall be delivered to Party A within _________ days after Party A pays the second installment of the Purchase Price in accordance with Article 2 of the Agreement.
1.3 Handling of property transfer formalities
(1) Party B shall assist Party A to go through the property transfer formalities with the competent authority for housing registration and surrender the certificate of ownership of the house in its name at the time of delivering the properties listed in Attachment 1 in accordance with Article 1.2 of this Agreement.
(2) Party B agrees to provide Party A with the invoices, purchase contracts, information and other documents of the relevant assets when delivering the relevant assets in accordance with Article 1.2 of this Agreement.
1.4 Termination of the mortgage contract: As Party B has already mortgaged the _________ house to Party C, Party C and Party B agree to terminate the mortgage contract signed by both parties and go through the procedures of canceling the mortgage registration and surrendering the other right certificate of the house to the real estate administration authority and the industry and commerce administration authority, etc., within _____ working days from the date of the first installment payment from Party A. Party C and Party B shall also complete the abovementioned procedures and submit to Party C the documents of the mortgage registration and other right certificates of the house. Party C shall also fax the certificate of cancellation of mortgage registration to Party A on the same day after completion of the above procedures.
Article 2 Payment of Price
2.1 Purchase Price: Party A shall pay Party B a total amount of RMB _________ (hereinafter referred to as the "Purchase Price") as the consideration for the sale of the Transferred Assets (including the Phase I and Phase II Assets) by Party B to Party A. The Purchase Price shall be payable by Party B to Party B in accordance with the terms and conditions of the Agreement.
2.3 Payment method: Party A undertakes to pay the Purchase Price to Party B in the following manner:
(1) First installment: RMB_________ will be paid within ________ working days after the signing of the Mortgage Loan Contract as set out in clause 2.2 of the Agreement;
(2) Second installment: RMB_________ will be paid within _________ working days after Party A receives the Purchase Price from Party C; and _____ working days after Party A receives Party C's _________ committed loan;
(3) Remaining purchase price: RMB_________ will be paid out of Party A's after-tax profit from _________ year onwards, _____ once a year. Of which RMB _________ will be paid before _________ month _________ of _________ year and RMB _________ will be paid before _________ month _________ of _________ year. If the profit after tax of the current period is insufficient to pay the purchase price payable, the price thus unpaid in that period shall be deferred to the next period, but shall be paid in full at the latest by _________ _________.
Article 3 Representations and Warranties
3.1 Representations and Warranties of Party A:
(1) It is a limited liability company established by law and validly subsisting;
(2) It has the authority to carry out the transactions contemplated herein, and has taken all the necessary corporate actions to authorize the execution and performance of this Agreement;
(3) This Agreement shall constitute binding obligations on it from the date of its execution. date hereof shall constitute a binding obligation upon it.
3.2 Representations and Warranties of Party B
(1) It is a legally established and validly subsisting limited liability company;
(2) It has the authority to enter into the transactions contemplated by this Agreement and has taken all necessary corporate and legal acts (including obtaining all necessary governmental approvals) to authorize the execution and performance of this Agreement;
Asset Acquisition Agreement 2Party A:
Party B:
In accordance with the relevant laws and regulations of the People's Republic of China*** and the State of China and following the basic principles of equality and voluntariness, honesty and trustworthiness, Party A intends to cooperate with Party B in the field of acquisition of assets and claims as well as packaged sale of assets. On the basis of friendly consultation and consensus*** understanding, the two parties have entered into the following agreement for the purpose of ****compliance:
Article I Basis of Cooperation
Given that Party A is a professional asset management organization (or an individual with the ability to do business in the field of finance) established in China and has excellent financial services, Party B will cooperate with Party B to acquire assets and debts and sell assets in the field of asset packaging. Individuals), has an excellent financial service team, has the ability to provide customers with integrated solutions and financial innovation services in asset management and project financing, and has its own technical advantages and financing experience.
Party B is an excellent financing institution (or individual) with professional financial business capabilities, and has its own financial advantages and connections in the field of debt acquisition and asset packaging and sale.
Party A and Party B recognize each other's professional ability in the field of finance, and have *** the same ambition in financial debt restructuring, non-performing asset disposal, asset management due diligence and other business, in order to better complement each other's strengths and achieve mutual benefit *** win, the two sides are willing to establish a comprehensive strategic partnership.
Article 2 Cooperative Matters
1, Party A provides manpower and technology for Party B to acquire the assets or claims for the preliminary investigation of the comb, to carry out prior coordination and asset mapping, and after the fact, by Party B to fund the purchase of the relevant assets and claims package.
2. Party A assists Party B in reviewing the authenticity and legality of the relevant debt documents.
3. Party A reviews the collateral or guarantee provided by the debtor of the assets (claims) package acquired by Party B, and makes a risk assessment of the collateral or guarantor.
4, Party A and Party B **** with the participation of the asset seller to facilitate the transfer of assets or claims of the negotiation, consultation and contract signing matters.
5. On the basis of Party B's determination of the acquisition or sale program, Party A will assist Party B in formulating the program and text for the acquisition of claims and sale of assets.
6. After the acquisition of assets and claims, other matters requiring cooperation in the process of liquidation and realization.
The specific details of the above cooperation matters, Party A and Party B will be based on the cooperation business involved in the customer object, the amount of the subject matter, the mode of cooperation and so on.
Article 3 Rights and Obligations
1, Party A is equipped with personnel to participate in Party B's cooperation matters.
2, Party B funded xx yuan, and staff to participate in Party A's cooperation matters.
3, after the success of the acquisition of the asset package, the two sides in accordance with the following steps to divide and refine the work:
4, Party A and Party B shall maintain each other's reputation, shall not be made to discredit the other party, affect the unity of the two sides, and so on, any damage to the interests of the other party. Otherwise, the infringed party has the right to terminate this agreement in advance, and require the infringing party to compensate for the relevant losses.
5, A and B shall keep the relevant commercial secrets during the cooperation period (see Article 9 confidentiality provisions), shall not be without the consent of the other party under the premise of the cooperation of relevant details, specific programs and other information disclosed to third parties.
6, A and B in the cooperation period due to unilateral reasons to the customer caused losses, the party responsible for causing the loss of the actual loss caused by the customer and legal responsibility.
7, in the process of business cooperation, involving litigation and recovery cases, the specific rights and obligations regarding the costs borne, the distribution of proceeds, etc. The two sides to consult separately to determine.
Article IV Cooperation Period
1, the cooperation period of xx years,
from xx years xx months xx to xx years xx months xx. 30 days before the expiration of the term of cooperation, the two sides negotiated a separate cooperation agreement.
2. During the cooperation period between the two parties, any change in equity, legal entity, office space changes, replacement of the person in charge and other staff, etc., will not affect the continuity and validity of this contract.
Article 5: Distribution of Profit and Loss
3. Sharing of Losses:
4. Distribution of Gains:
Article 6: Sharing of Taxes
Article 7: Contacting Law Firms and Sharing of Lawyer's Fee
During the period of cooperation, the Party shall contact with the law firms for legal service matters and sign the legal service cooperation agreement with them in relation to the cooperation. The calculation and payment of legal fees are as follows:
Article VIII Management of Funds and Accounts
Party A and Party B agree to confirm that the funds and accounts are managed by the party, and the accounts for the funds are as follows: :
Name of the account:
Account No.
Bank:
Article IX Confidentiality
1, A and B and their participation in the project of this agreement, all the personnel of the project information and data confidentiality obligations under this agreement.
2, the following content belongs to the scope of confidential information agreed in this Agreement, A and B shall be strictly confidential in accordance with the agreement and shall not be disclosed to any third party.
(1) A and B in this agreement in the process of cooperation between the two parties to provide all the information and in the process of this agreement to contact and understand the other party's full situation and information. Including but not limited to: information on the members of the two parties to the agreement, information on debts and liabilities, litigation information, audit and evaluation information or opinions, information on the qualifications of the relevant companies involved in business transactions, credit information, directors, supervisors, senior management information, asset management planning and design and other information.
(2) Due diligence reports, legal opinions, audit reports, asset evaluation reports, etc. made by both parties.
(3) All agreements, contracts, memorandums, etc. that will be or have been drafted and signed by both parties for the completion of the cooperation, and the correspondence, minutes, and negotiations of the parties in the course of the cooperation.
3, A and B shall take all reasonable measures to keep the confidential information confidential, to avoid improper disclosure or use of confidential information. If either party finds that the other party has abused or misused the confidential information, it should promptly notify the other party in writing of the situation.
Article 10: Liability for breach of contract
During the period of cooperation between the two parties, if either party violates this Agreement, in addition to bearing the relevant economic losses and legal liabilities, the party in breach of contract shall also compensate the defending party for the actual expenses incurred for the pursuit of the other party's liability for breach of contract, such as attorney's fees, litigation costs and transportation costs.
Article 11 Dispute Resolution
In the event of a dispute, the two parties shall first negotiate a settlement. Consultation fails to bring a lawsuit (arbitration) to the People's Court (Arbitration Commission).
Article XII of the other
1, the two sides to supplement the outstanding issues, the supplementary provisions and the Agreement has the same legal effect.
2, by mutual consensus can be canceled this agreement.
3, this agreement shall come into force after both parties sign and seal. Agreement in duplicate, both sides of a, with the same legal effect.
Party A: Party B:
Signature of the representative: Signature of the representative:
_____ Year ____ Month ____ Day
Asset Acquisition Agreement 3Party A:
Party B:
Whereas: Party A is a limited liability company established and surviving in accordance with the laws of the Chinese People's Republic of China*** and the State of China, Party A is willing to transfer the Party A is willing to transfer the agreed assets (hereinafter referred to as the Target Assets) to Party B, and Party B is willing to be transferred the Target Assets in accordance with the terms and conditions agreed in this Contract, and Party A and Party B, based on the principles of fairness and reciprocity, honesty and trustworthiness, have reached the following agreement on the aforesaid transfer of assets.
I. Target Assets
The assets to be sold by Party A to Party B include Party A's tangible and intangible assets (including patented technologies, know-how, trademarks, business secrets such as technical information and business information). Specific details of the assets are set out in the list of assets.
Second, the treatment of debts and liabilities
Party A's debts and liabilities (including, but not limited to, employees' wages, social insurance premiums and taxes, etc.) are not included in the transfer of assets agreed in the contract, and Party A will deal with them on its own. If litigation and disputes occur as a result of this, they will be handled by Party A and have no relationship with Party B.
Third, the transfer price and mode of payment
1, the acquisition of the target assets, by the consensus of Party A and Party B, to determine the price of xx million yuan.
2. Party A agrees that Party B will pay $xx first, and then pay $xx after the registration procedures for the change of ownership of all target assets are completed. The remaining amount will be paid in full as a deposit within one year after the completion of the acquisition, if Party A has no default.
Fourth, the delivery of assets
1, after the signing of the contract, Party A and Party B based on the contract as an attachment to the detailed list of the target assets to carry out asset inventory and transfer work.
2. Party A undertakes to be responsible for registering the change of ownership of the target assets for Party B within days after receiving the first installment.
3. During the transition period from the date of signing of this contract to the date of transfer of the target assets, Party A shall manage the target assets properly and in good faith, and shall not engage in any behavior harmful to the target assets.
V. Representations and Warranties
1. Representations and Warranties of Party A
(1) Party A warrants that the Target Assets are true as to their quality condition, useful life and performance condition.
(2) Party A guarantees that the ownership of the Target Assets is not disputed, mortgaged or seized, and that Party A has full ownership of the assets. In case of any disputes concerning the target assets, Party A shall be responsible for dealing with them and bear all the losses caused to Party B as a result.
(3) With respect to the transfer of the Target Asset, Party A has fulfilled all the legal procedures that should be fulfilled.
2. Representations and warranties of Party B
(1) Party B will fulfill its obligations strictly in accordance with the agreement.
(2) The legal procedures for the transfer of relevant assets have been fulfilled.
Sixth, personnel arrangements
1, Party A shall, before the acquisition of the assets, and Party A's important technical personnel and other important positions in the signing of an effective written confidentiality and prohibition of employment agreement.
2. In principle, the above personnel shall be transferred to Party B for arrangement.
VII. Prohibition
After the completion of the acquisition of assets, Party A shall not be engaged in the production and operation of the products originally engaged in. Otherwise, it should be paid to Party B for breach of contract xx million yuan.
VIII, confidentiality provisions
For the transfer of assets in the A and B know of all the other party's business documents, data, information and other information, the two sides bear the obligation of confidentiality, in addition to mandatory provisions of the law, shall not be divulged to any third party.
Nine, the responsibility for breach of contract
1, Party A concealment of important information, resulting in the acquisition of the purpose can not be achieved, Party A shall be a full refund of the transfer of the money received, and compensation for all economic losses.
2, after the entry into force of this contract, if one party violates the contract, shall bear the responsibility of breach of contract.
Ten, the contract comes into force
This agreement will come into force after both parties sign and seal.
XI, dispute resolution
The interpretation and fulfillment of this agreement and the resulting . Disputes shall be resolved through friendly consultation between the two parties. Consultation fails, either party can be to the people's court in the location of Party B litigation to resolve.
XII, other agreements
1, the two sides to resolve any outstanding issues.
2, the modification and supplementation of this agreement should be made in writing.
3, this agreement in triplicate, each party to sign a copy, one for the registration of industrial and commercial changes. Have the same legal effect.
Party A: Party B:
_____ Year ____ Month ____ Day
Asset Acquisition Agreement 4Party A: _________
Party B: _________
Residence: _________
Residence: _________
Whereas:
1, Party A is a joint-stock limited company and a listed company approved for establishment, and intends to increase the main business, realize the optimization of the enterprise structure and product structure, and improve the economic efficiency through the reorganization of assets.
2. Party B is willing to replace its subordinates to Party A in order to support Party A's development and further adjust Party B's product structure.
A and B reached agreement by consensus as follows:
First, the subject of replacement
Displaced assets: Party A intends to replace the _________ company and the interests held in the company.
Replacement of assets: Party B intends to replace _________ assets for its subordinates.
Second, the scope and mode of replacement
1. Party A's scope of this asset replacement is the above enterprise, Party B's scope of this asset replacement is the net assets of the subject of the above replacement. The detailed scope is shown in the list attached after the issuance of the asset appraisal report.
2. Party A and Party B have engaged an asset appraisal institution to appraise the subject of the replacement on the basis of _________ as the valuation reference date of the asset replacement, and the net asset value of the subject of Party A's replacement is appraised at _________, and the net asset value of the subject of Party B's replacement is appraised at _________. The asset exchange is valued on the basis of the valuation results. The difference of _________ shall be paid by Party B to Party A in cash.
III. Approval and Recognition of the Replacement
The asset replacement described herein has been approved by the Board of Directors of Party A and Party B's superior unit, and is pending approval by the shareholders' general meeting of Party A. The replacement of assets has been approved by the Board of Directors of Party A and Party B's superior unit.
IV. Effectiveness of the Replacement
1. The base date for the valuation of the assets of the Asset Replacement shall be _________ on _________ and the effective date of the Replacement shall be the date on which the Replacement is agreed to be approved by the general meeting of the shareholders of Party A under this Agreement. The Replacement shall be formally effective from the effective date of the Replacement. Although the act of Replacement is implemented after the signing of this Agreement, the effective date of Replacement is retroactive.
2. The replacement assets and related liabilities of Party A and Party B as described in this Agreement shall be owned by the other party from the effective date of the replacement in accordance with the provisions of this Agreement. Unless otherwise provided in Article 6 of this Agreement, the assets and related liabilities attributed to the other party shall be owned and borne by the other party in respect of any changes occurring after the Effective Date and any profits and losses arising from its related business.
V. Guarantees and undertakings
1. Both parties guarantee that, from the date of signing of this Agreement and up to the effective date of the Replacement, A and B will manage the Replacement's assets and related liabilities and operate its related business in a normal way.
2. Both parties warrant that, except for the liabilities disclosed in the financial statements and asset valuation report, and except for the liabilities incurred by both parties in the normal course of their operations after the signing of this Agreement, there are no other actual or pre-existing debts or liabilities in respect of the replacement assets of both parties prior to the implementation of the Replacement.
3. Both parties guarantee that the replacement assets will not be subject to any mortgage, pledge, lien or other security interest (except those disclosed in the financial statements and asset valuation report) before the implementation of the replacement.
4. Both parties guarantee that the assets transferred to the other party comply with the relevant technical standards and quality requirements of the state and the industry.
Sixth, the responsibility for breach of contract
A, B, both parties should be in accordance with the provisions of this Agreement to implement this Agreement, either party default, should be to the other party to assume the replacement of the assets of the price of ____% of the liquidated damages; if both parties default, the two sides should be according to the fault of the parties to assume the corresponding responsibility for breach of contract.
VII. Settlement of Disputes
If any dispute arises out of this Agreement, both parties shall negotiate to settle it, and if the negotiation fails, either party shall have the right to submit the dispute to the Arbitration Commission of ______ and decide the dispute in accordance with the Arbitration Rules of the Arbitration Commission which are in force at the time. The arbitration award shall be final and legally binding on both parties. (Or "If the negotiation fails, either party has the right to file a lawsuit to the people's court with jurisdiction in the place where Party A is located").
VIII. Confidentiality agreement
A and B shall keep the commercial secrets of the parties involved in this agreement, except for the requirements of laws or administrative regulations or the relevant regulatory bodies require them to assume the obligation of disclosure.
Nine, other agreements
1, this Agreement, if any outstanding issues, A and B may negotiate a supplementary agreement.
2, this agreement by the authorized representatives of both parties to sign and stamped with the official seal to take effect. Party A guarantees that it will be granted the rights necessary for the signing of this Agreement.
3, this agreement in duplicate, each party holds a copy, with the same legal effect.
Party A (seal): __________________
Authorized representative (signature): ______________
__________ _______ _______
Party B (seal): __________________
Authorized representative (signature): ______________
__________ _______ month _______ day
Asset Acquisition Agreement 5Party A: ________________________XX Company
Registered address: ________________________
Legal Representative: ________________________
Party B: ________________________ Limited
Registered Address: ________________________
Legal representative: ________________________
WHEREAS:
1. The Board of Directors and the General Meeting of Party A have made a resolution agreeing to combine the land use right of Party A's __________ square meters with the land use right of ________________________ Limited (hereinafter referred to as "the Company") owned by Party B. The Company is also entitled to the land use right of the Company's __________ square meters. (hereinafter referred to as "M Company'') and 61% equity interest of ____________________ Limited (hereinafter referred to as "N Company''). (hereinafter referred to as "Company N").
2. The board of directors and shareholders' meeting of Party B have resolved and agreed to exchange the 37% equity interest in Company M and 61% equity interest in Company N held by Party B with the land use right of Party A.
3.
3. The board of directors and shareholders' meeting of Company M and Company N have respectively made a resolution agreeing to exchange the equity interests held by Party B in their respective companies with Party A's land use rights.
Party A and Party B, after friendly negotiation, have reached the following agreement in respect of the replacement of assets:
I. Contents of the asset replacement
Party A will exchange the land use right owned by Party A with a total area of ________ square meters located at ____________________ (State-owned Land Use Right Certificate No. ____ State Use Zi No. ____) in exchange for 37% equity interest in Company M and 61% equity interest in Company N owned by Party B.
II. Subject of the asset exchange
1. Displaced assets:
The land use rights owned by Party A with an area totaling ______ square meters located at ________________________ (State-owned Land Use Right Certificate No. ____ Guo Yu Zi No. ____), with the land number ________, the type of use rights is granted and terminated. The type of the right of use is granted and the termination date is ____ on ____ month ____.
2. Assets to be transferred:
(1) 37% equity interest in Company M owned by Party B. (2) The equity interest in Company M owned by Party B shall be transferred to Party B.
(2) 61% equity interest in Company N owned by Party B.
3.
3. Price and valuation basis of the asset replacement
(1) Price of the assets to be disposed of
The assets to be disposed of in this asset replacement are ____ square meters of land owned by Party A. Both parties have agreed to take the valuation report of the land issued by ________ Asset Appraisal Company Limited as the basis of the valuation for reference. According to the land asset price appraisal report issued by ________ Asset Appraisal Co., Ltd, the total appraised land value is ____ million yuan (the above appraisal results have been reported to the land administration department for confirmation in accordance with the law). Based on this appraisal value, Party A and Party B shall determine the price of the assets to be replaced by Party A in this asset replacement as ____ million Yuan.
(2) Price of the assets to be replaced
a. According to the "Asset Appraisal Report on the Disposal of Equity Interests in Company M" issued by ________ Asset Appraisal Co., Ltd, the appraisal value of the net assets of Company M is ____ million RMB, and accordingly the appraisal value of 37% equity interest in Company M proposed to be replaced by Party B this time is ____ million RMB.
Party B's proposed disposal of 37% equity interest in Company M is appraised at RMB million.
After consultation between Party A and Party B, the valuation of 37% equity interest in Company M in this asset swap is determined as ____ million.
B. According to the "Asset Appraisal Report on the Disposal of Equity Interests in Company N" issued by __________ Asset Appraisal Co., Ltd, the appraisal value of the net assets of Company N is RMB ____ million, and therefore the appraisal value of 61% equity interest in Company N proposed to be acquired by Party B in this asset swap is RMB ____ million.
After negotiation between Party A and Party B, the valuation of 61% equity interest in Company N in the asset swap was determined to be ____,000,000 RMB.
In summary, the 37% equity interest in Company M and 61% equity interest in Company N to be exchanged by Party A in this asset exchange are valued at ____ million.
(3) Difference in the replacement price
Both parties agree that the difference in the price of ____ million in the asset replacement shall be included in Party A's payable to Party B.
The difference in the price of ____ million shall be included in Party A's payable to Party B.
C. Rights and obligations of both parties
(A) Rights and obligations of Party A
1. Party A guarantees that the land use right of ____ square meters in the replacement is owned by Party A, and that there is no situation affecting the replacement such as the setting up of mortgages;
2. Upon completion of the asset replacement, Party A shall assist Party B to go through the formalities for the change of the land use right of the said land. After the completion of this asset exchange, Party A shall assist Party B in the procedures for the change of the land use right of the said land, and Party A shall provide the materials required from Party A in a timely manner.
(ii) Rights and obligations of Party B
1. Party B guarantees that the equity interests of Company M and Company N in this replacement are owned by Party B, and that there is no pledge or other circumstance affecting this replacement;
2. After the completion of this asset replacement, Party B shall assist Party A in handling the procedures for the change of the above equity interests, and Party B shall provide the materials required to be provided by Party B in a timely manner.
Fourth, the responsibility for breach of contract
A, B both parties should be in accordance with the provisions of this Agreement to implement this Agreement, either party default, should be to the other party to assume the replacement of assets price ____% of the liquidated damages; if both parties default, according to the fault of both parties to assume the corresponding responsibility for breach of contract.
V. Confidentiality
A and B shall conserve the commercial secrets of the parties involved in this agreement, except for the requirements of laws or administrative regulations or relevant regulatory bodies to assume the obligation of disclosure.
VI. Dispute Resolution
If there are any disputes arising from this Agreement, A and B shall negotiate to resolve them, and if the negotiation fails, either party shall have the right to submit the disputes to the Arbitration Commission of ______ for adjudication in accordance with the Arbitration Rules of the Arbitration Commission which will be in force at the time. The arbitration award shall be final and legally binding on both parties. (Or "If the negotiation fails, either party is entitled to file a lawsuit to the people's court with jurisdiction in the place where Party A is located.")
VII. Other
1. This agreement is in duplicate, each party holds a copy, with the same effect.
2. This Agreement shall enter into force after it is signed by the authorized representatives of both parties.
3. Matters not covered in this agreement, the two sides to determine through separate consultations.
Party A: ____________________XX Company (official seal)
Legal representative: ____________________
____ year ____ month ____ day
Party B: ___________________________ Limited (official seal)
Legal representative: ____________________
____ ____ ____
Asset Acquisition Agreement 6Borrower (Party A): _________
Borrower (Party B): _________
In order to settle the Party B owes Party A debt matters, support Party B for asset reorganization, the two sides on Party B debt repayment, according to China's current laws and regulations and relevant policies, on the basis of voluntary, equal and consultative, reached the following agreement:
I. Claims Confirmation Clause
The two sides *** with the same confirmation as at _________ year _________ month _________ day, Party B accumulates owed Party A RMB loan principal and interest totaling _________ yuan, of which the principal _________ yuan, interest _________ yuan.
2. Terms of Debt Settlement
1. Responsible Person for Debt Settlement
As a debtor, Party B agrees that Party B shall repay the debt owed to Party A according to the agreement in item 2 below.
2. Debtor and Debt Amount
Party B will voluntarily pay off Party A's debts by mortgaging assets authorized by the State to be operated by Party A and having the legal right of disposal to Party A in the total amount of RMB _________ million.
Third, Party B's guarantee
1. Ensure that it has the legal right to dispose of the assets pledged to Party A and does not have any other property rights disputes.
2. Ensure that the behavior of debt collection complies with the laws, regulations and the procedures stipulated in the articles of association.
3. Ensure that Party A will not be interfered by other creditors of Party B due to the debt-setting behavior.
4. To bear all liabilities arising from the lack of dispositive power and violation of relevant regulations.
Fourth, the delivery of the offset
After the signing of this Agreement, Party A has the right to dispose of the offset assets under this Agreement and transfer all the offset assets. Party B shall, upon written notice from Party A, deliver the indebted assets under this Agreement to the transferee identified by Party A. The method of delivery shall be separately negotiated between Party B and the transferee.
V. Effectiveness of the Act of Debt Settlement
After all the following conditions have been fulfilled, Party B shall obtain the confirmation of the effectiveness of the Act of Debt Settlement from Party A, and the Act of Debt Settlement agreed in this Agreement shall formally come into effect.
1. Approval of this agreement by Party A's superior bank.
2. Party A successfully completes the transfer of the debtor assets under this Agreement or receives the transfer payment in full.
3. We have received written proof of delivery of the debt securities from the transferee.
Sixth, the elimination of debt
After the debt offsetting behavior confirmed in Article 5 of this Agreement takes effect, the principal and interest of the loan owed by Party B to Party A shall be regarded as fully settled.
VII. If the debt-setting behavior recognized in this Agreement does not take effect, this Agreement is not legally binding on all parties. Party A has the right to exercise recourse according to the original loan contract and security contract.
VIII, this agreement in four copies, with the same legal effect.
Party A (signature): _________ Party B (signature): _________
Responsible person (signature): _________ Responsible person (signature): _________
_________ year ___ month ___ day _________ year ___ month ___ day
;