[{"data":1,"prerenderedAt":539},["ShallowReactive",2],{"document-asset-purchase-agreement-for-a-garage-D929":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":189,"customdescription":6,"mdFm":190,"mdProseHtml":538},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of, inter alia, providing automotive services at locations, inter alia, throughout the State/Province of [STATE/PROVINCE] (the \"[STATE/PROVINCE] Business\"); WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase all the assets of the [STATE/PROVINCE] Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated bodies corporate\" in the [COUNTRY Business Corporations ACT/LAW/RULE]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations ACT/LAW/RULE]. \"Assumed Liabilities\" means liabilities accruing due as of and from the Effective Time under the Equipment Contracts, Real Estate Leases, Warranties and other Contracts. \"Books and Records\" means any books and records (originals or copies thereof) of the Seller relating exclusively to the [STATE/PROVINCE] Business including, without limitation, books and records relating to the purchase of materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by [YOUR COUNTRY LAW]) and taxes (excluding the Seller's income tax and other tax records unrelated to the [COUNTRY/STATE/PROVINCE] Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE] [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by [YOUR COUNTRY LAW] or by local proclamation to close. \"[[COUNTRY Business Corporations ACT/LAW/RULE].\" means a [ACT/LAW/RULE] respecting [SPECIFY]. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of all transactions contemplated herein, including without limitation the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto, the payment of the Purchase Price therefore, and the execution of the License Agreement, the whole in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto in Section 4.1. \"Collective Agreements\" has the meaning ascribed thereto in Subsection 5.1.15, and \"Collective Agreement\" shall mean any one of them. \"Contaminants\" means any of the following: (i) any substance, waste, solid, liquid or gaseous matter, fuel (including, without limitation, petroleum products, crude oil, natural gas, natural gas liquid, liquefied natural gas, synthetic fuel or any combination of the above), micro-organism, sound, vibration, ray, heat, odor, radiation, energy vector, plasma, organic or inorganic matter, whether animate or inanimate, container, transient reaction intermediate or any combination of the above deemed hazardous, hazardous waste, solid waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental [YOUR COUNTRY LAW], including, without limitation, the Environmental Quality [ACT/LAW/RULE] ([STATE/PROVINCE]), the [COUNTRY] Environmental Protection [ACT/LAW/RULE] ([COUNTRY]), the Clean Air [ACT/LAW/RULE] ([COUNTRY]), the Transportation of Dangerous Goods [ACT/LAW/RULE] ([COUNTRY]), the Hazardous Materials Information Review [ACT/LAW/RULE] ([COUNTRY]), the [ACT/LAW/RULE] Respecting Pesticides ([STATE/PROVINCE]), the [ACT/LAW/RULE] Respecting Ecological Reserves ([STATE/PROVINCE]), the [ACT/LAW/RULE] Respecting Occupational Health and Safety ([STATE/PROVINCE]), the Use of Petroleum Products [ACT/LAW/RULE] ([STATE/PROVINCE]), Regulation no. [NUMBER] ([STATE/PROVINCE] Urban Community), Regulation no. [NUMBER] ([STATE/PROVINCE] Urban Community); or (ii) any substance, waste, solid, liquid or gaseous matter, fuel (including, without limitation, petroleum products, crude oil, natural gas, natural gas liquid, liquefied natural gas, synthetic fuel or any combination of the above), micro-organism, sound, vibration, ray, heat, odor, radiation, energy vector, plasma, organic or inorganic matter, whether animate or inanimate, container, transient reaction intermediate or any combination of the above deemed hazardous, hazardous waste, solid waste, toxic, a pollutant, a deleterious substance, a contaminant or a course of pollution or contamination by any Federal, Provincial, municipal or local government, government agency, minister, deputy-minister, governor-in-council, lieutenant governor-in-council, any tribunal, board or authority. \"Contracts\" means those contracts, agreements, instruments, commitments, entitlements and engagements of the Seller relating to the [STATE/PROVINCE] Business and the Purchased Assets (and, for greater certainty, not including Equipment Contracts and Real Estate Leases) whether with suppliers, customers or otherwise and including all quotations, orders or tenders for contracts which remain open for acceptance, including, without limitation, those listed in Schedule [SPECIFY] hereto. \"Effective Time\" means [SPECIFY] hours on the Closing Date or such other time on such date as the [COMPANY NAME] may agree as the time at which the Closing shall take place. \"Employees\" has the meaning ascribed thereto in Section 6.1. \"Environment\" means all components of the earth including, without limitation, all layers of the atmosphere, air, land (including, without limitation, all underground spaces and cavities and all land submerged under water), soil, water, (including, without limitation, surface and underground water), all organic and inorganic matter, living organisms, animal life, vegetation and property and the interacting natural systems that include components referred to above in this section.",null,"Asset Purchase Agreement For a Garage","28",240,"doc","https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-garage-D929.png","https://templates.business-in-a-box.com/imgs/250px/929.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#929.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Purchase & Sale Agreements","/templates/purchase-sale-agreement/","asset purchase agreement for a garage","Asset Purchase Agreement For a Garage Template","https://templates.business-in-a-box.com/imgs/400px/929.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Sales & 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Property","/template/asset-purchase-agreement-for-a-real-estate-property-D930","https://templates.business-in-a-box.com/imgs/250px/930.png",{"label":53,"url":54,"thumb":55,"extension":10},"Asset Purchase Agreement Simple","/template/asset-purchase-agreement-simple-D859","https://templates.business-in-a-box.com/imgs/250px/859.png",{"label":57,"url":58,"thumb":59,"extension":10},"Asset Purchase Agreement Retail Store","/template/asset-purchase-agreement-retail-store-D858","https://templates.business-in-a-box.com/imgs/250px/858.png",{"label":61,"url":62,"thumb":63,"extension":10},"Asset Sale and Purchase Agreement Film & Television","/template/asset-sale-and-purchase-agreement-film-television-D860","https://templates.business-in-a-box.com/imgs/250px/860.png",{"label":65,"url":66,"thumb":67,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"label":69,"url":70,"thumb":71,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":73,"url":74,"thumb":75,"extension":10},"Asset Transfer and Sale Agreement Brand","/template/asset-transfer-and-sale-agreement-brand-D861","https://templates.business-in-a-box.com/imgs/250px/861.png",{"label":77,"url":78,"thumb":79,"extension":10},"Land Purchase Agreement","/template/land-purchase-agreement-D13424","https://templates.business-in-a-box.com/imgs/250px/13424.png",{"label":81,"url":82,"thumb":83,"extension":10},"Power Purchase Agreement","/template/power-purchase-agreement-D12873","https://templates.business-in-a-box.com/imgs/250px/12873.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"keywords":100,"url":101},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[94,97],{"label":95,"url":96},"Sales & Marketing","sales-marketing",{"label":98,"url":99},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":118},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":111,"description":6},"non disclosure agreement nda",[113,115],{"label":17,"url":114},"business-legal-agreements",{"label":116,"url":117},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":132,"url":133},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[129],{"label":130,"url":131},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":138,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":143,"keywords":150,"url":151},"COMMERCIAL LEASE AGREEMENT This Lease Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Landlord\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TENANT NAME] (the \"Tenant\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF PREMISES Landlord leases to Tenant the premises located at [address], [city], [state], and described more particularly as follows: [insert legal description]. GRANT OF LEASE Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take from the Landlord the property described in Exhibit \"A\" attached hereto and by reference made a part hereof (the \"Leased Premises\"), together with, as part of the parcel, all improvements located thereon. LEASE TERM Total Term of Lease: The term of this Lease shall begin on the commencement date, as defined in Section b) of this Article 3, and shall terminate on [DATE]. Commencement Date: The \"Commencement Date\" shall mean the date on which the Tenant shall commence to conduct business on the Leased Premised, so long as such date is not in excess of [NUMBER] days subsequent to execution hereof. EXTENSIONS The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed upon in writing and signed by the parties at the time of any such extension. DETERMINATION OF RENT The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following rates and times: Annual Rent: Annual rent for the term of the Lease shall be [AMOUNT], plus applicable sales tax. Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthly installments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT], on the first day of each and every calendar month during the term hereof, and prorata for the fractional portion of any month, except that on the first day of the calendar month immediately following the Commencement Date, the Tenant shall also pay to the Landlord rent at the said rate for any portion of the preceding calendar month included in the term of this Lease. Reference to yearly rent hereunder shall not be implied or construed to the effect that this Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter than the existing Lease term, plus any extensions as may be agreed upon. A late fee in the amount of [AMOUNT] shall be assessed if payment is not postmarked or received by Landlord on or before the tenth day of each month. USE OF PROPERTY BY TENANT The Leased Premises may be occupied and used by Tenant exclusively as a [DESCRIBE], to be known as a [DESCRIBE]. Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease, assign, or license the use of the property to any Sub-Tenant, assignee, or licensee, which or who shall use the property for any other use. RESTRICTIONS ON USE Tenant shall not use the demised premises in any manner that will increase risks covered by insurance on the demised premises and result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Tenant's business purposes. Tenant shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the demised premises, and shall comply with all requirements of the insurers applicable to the demised premises necessary to keep in force the fire and liability insurance. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY Tenant shall not allow any waste or nuisance on the demised premises, or use or allow the demised premises to be used for any unlawful purpose. DELAY IN DELIVERING POSSESSION This lease agreement shall not be rendered void or voidable by the inability of Landlord to deliver possession to Tenant on the date set forth in Section 3. Landlord shall not be liable to Tenant for any loss or damage suffered by reason of such a delay; provided, however, that Landlord does deliver possession no later than [date]. In the event of a delay in delivering possession, the rent for the period of such delay will be deducted from the total rent due under this lease agreement. No extension of this lease agreement shall result from a delay in delivering possession. SECURITY DEPOSIT The Tenant has deposited with the Landlord the sum of [AMOUNT] as security for the full and faithful performance by the Tenant of all the terms of this lease required to be performed by the Tenant. Such sum shall be returned to the Tenant after the expiration of this lease, provided the Tenant has fully and faithfully carried out all of its terms. In the event of a bona fide sale of the property of which the leased premises are a part, the Landlord shall have the right to transfer the security to the purchaser to be held under the terms of this lease, and the Landlord shall be released from all liability for the return of such security to the Tenant. TAXES Property Taxes: The Tenant shall be liable for all taxes levied against any leasehold interest of the Tenant or personal property and trade fixtures owned or placed by the Tenant in the Leased Premises. Real Estate Taxes: During the continuance of this lease Landlord shall deliver to Tenant a copy of any real estate taxes and assessments against the Leased Property. From and after the Commencement Date, the Tenant shall pay to Landlord not later than [NUMBER] days after the day on which the same may become initially due, all real estate taxes and assessments applicable to the Leased Premises, together with any interest and penalties lawfully imposed thereon as a result of Tenant's late payment thereof, which shall be levied upon the Leased Premises during the term of this Lease. Contest of Taxes: The Tenant, at its own cost and expense, may, if it shall in good faith so desire, contest by appropriate proceedings the amount of any personal or real property tax. The Tenant may, if it shall so desire, endeavor at any time or times, by appropriate proceedings, to obtain a reduction in the assessed valuation of the Leased Premises for tax purposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with the Tenant at Tenant's expense in said proceedings and the Landlord agrees to sign and deliver such papers and instruments as may be necessary to prosecute such proceedings, the Tenant shall have the right to contest the amount of any such tax and the Tenant shall have the right to withhold payment of any such tax, if the statute under which the Tenant is contesting such tax so permits. Payment of Ordinary Assessments: The Tenant shall pay all assessments, ordinary and extraordinary, attributable to or against the Leased Premises not later than [NUMBER] days after the day on which the same became initially due. The Tenant may take the benefit of any law allowing assessments to be paid in installments and in such event the Tenant shall only be liable for such installments of assessments due during the term hereof. ","Commercial Lease Agreement","19",145,"https://templates.business-in-a-box.com/imgs/1000px/lease-agreement-D1179.png","https://templates.business-in-a-box.com/imgs/250px/1179.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1179.xml",{"title":6,"description":6},[144,147],{"label":145,"url":146},"Real Estate","real-estate-business",{"label":148,"url":149},"Business Checklists","business-checklists","lease agreement","/template/lease-agreement-D1179",{"description":153,"descriptionCustom":6,"label":154,"pages":87,"size":106,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":167,"url":168},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":159,"description":6},"letter of intent for purchase of computer equipment",[161,164],{"label":162,"url":163},"Production & Operations","production-operations",{"label":165,"url":166},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":170,"descriptionCustom":6,"label":171,"pages":105,"size":172,"extension":10,"preview":173,"thumb":174,"svgFrame":175,"seoMetadata":176,"parents":177,"keywords":187,"url":188},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[178,181,184],{"label":179,"url":180},"Finance & Accounting","finance-accounting",{"label":182,"url":183},"Business Loans","business-loan",{"label":185,"url":186},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",false,{"seo":191,"reviewer":203,"legal_disclaimer":207,"quick_facts":208,"at_a_glance":210,"personas":214,"variants":239,"glossary":268,"clauses":304,"how_to_fill":355,"common_mistakes":396,"faqs":421,"industries":449,"comparisons":466,"diy_vs_lawyer":480,"jurisdictions":493,"related_template_ids_curated":514,"schema":526,"classification":527},{"meta_title":192,"meta_description":193,"primary_keyword":22,"secondary_keywords":194},"Asset Purchase Agreement for a Garage Template | Free Word Download","Free asset purchase agreement template for buying or selling a garage business. Covers assets, liabilities, price, and closing terms.",[195,196,197,198,199,200,201,202],"garage asset purchase agreement template","auto repair shop asset purchase agreement","garage business sale agreement","asset purchase agreement template word","buy sell garage business contract","mechanic shop asset purchase agreement","garage business transfer agreement","asset purchase agreement free download",{"name":204,"credential":205,"reviewed_date":206},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":209,"legal_review_recommended":207,"signature_required":207,"notarization_required":189},"advanced",{"what_it_is":211,"when_you_need_it":212,"whats_inside":213},"An Asset Purchase Agreement for a Garage is a legally binding contract that governs the sale and transfer of the physical assets, inventory, equipment, customer records, and goodwill of a garage or auto repair business from a seller to a buyer. This free Word download covers every core clause — from the list of purchased assets to representations, warranties, and closing conditions — and can be edited online and exported as PDF for execution.\n","Use it when buying or selling a garage, auto repair shop, body shop, or service station as a going concern, where the transaction transfers specific assets rather than the ownership entity itself. It is also appropriate when a buyer wants to acquire the operational elements of a garage while leaving the seller's corporate shell and its liabilities behind.\n","Identification of purchased assets and excluded assets, purchase price and payment terms, assumed and excluded liabilities, representations and warranties by both parties, closing conditions and deliverables, non-compete and non-solicitation provisions, and governing law. A schedule of tangible assets and equipment is included as an attachment.\n",[215,219,223,227,231,235],{"title":216,"use_case":217,"icon_asset_id":218},"Independent garage owners","Selling the business assets of their auto repair shop to a buyer","persona-small-business-owner",{"title":220,"use_case":221,"icon_asset_id":222},"Automotive entrepreneurs","Acquiring an established garage's tools, inventory, and customer base","persona-entrepreneur",{"title":224,"use_case":225,"icon_asset_id":226},"Franchise operators","Purchasing a standalone garage location to convert into a franchise unit","persona-franchise-applicant",{"title":228,"use_case":229,"icon_asset_id":230},"Private equity and investment groups","Rolling up multiple garage locations through asset acquisitions","persona-investor",{"title":232,"use_case":233,"icon_asset_id":234},"Business brokers","Facilitating the sale of a garage on behalf of a seller client","persona-business-broker",{"title":236,"use_case":237,"icon_asset_id":238},"Retiring mechanics and shop owners","Transferring business assets to a successor while limiting ongoing liability","persona-operations-director",[240,244,248,252,256,260,264],{"situation":241,"recommended_template":242,"slug":243},"Buying all assets of a garage as a complete going concern","Asset Purchase Agreement for a Garage","asset-purchase-agreement-for-a-garage-D929",{"situation":245,"recommended_template":246,"slug":247},"Acquiring the ownership entity of the garage, not just its assets","Stock Purchase Agreement","stock-purchase-agreement-D349",{"situation":249,"recommended_template":250,"slug":251},"Purchasing only specific equipment without goodwill or customer lists","Equipment Purchase Agreement","equipment-purchase-agreement-D1146",{"situation":253,"recommended_template":254,"slug":255},"Taking over a garage lease along with the business assets","Lease Assignment Agreement","lease-assignment-agreement-D13021",{"situation":257,"recommended_template":258,"slug":259},"Combining asset purchase with owner financing by the seller","Asset Purchase Agreement with Seller Financing","asset-purchase-agreement-D928",{"situation":261,"recommended_template":262,"slug":263},"Selling only the garage's vehicle inventory and parts stock","Bill of Sale for Business Assets","bill-of-sale-D1229",{"situation":265,"recommended_template":266,"slug":267},"Acquiring a garage franchise location's assets from a franchisee","Franchise Asset Transfer Agreement","asset-transfer-and-sale-agreement-brand-D861",[269,272,275,278,281,284,287,290,293,296,299,301],{"term":270,"definition":271},"Purchased Assets","The specific tangible and intangible assets listed in the agreement that transfer from the seller to the buyer at closing.",{"term":273,"definition":274},"Excluded Assets","Assets the seller retains after the transaction closes — such as personal vehicles, certain receivables, or the corporate entity itself.",{"term":276,"definition":277},"Assumed Liabilities","Specific obligations of the seller that the buyer agrees to take on as part of the transaction, typically limited to those expressly listed.",{"term":279,"definition":280},"Excluded Liabilities","All liabilities that remain with the seller after closing — including pre-closing taxes, undisclosed debts, and any claims not expressly assumed.",{"term":282,"definition":283},"Goodwill","The intangible value of an established business — customer relationships, reputation, trade name, and workforce — above the book value of its physical assets.",{"term":285,"definition":286},"Representations and Warranties","Factual statements made by each party about the condition of the assets, ownership, financial status, and legal standing, which form the basis of the deal.",{"term":288,"definition":289},"Closing Conditions","Events or deliverables that must occur before the transaction can legally close, such as landlord consent to lease assignment or regulatory approvals.",{"term":291,"definition":292},"Earnest Money Deposit","A sum paid by the buyer at signing to demonstrate serious intent; it is typically applied to the purchase price or forfeited if the buyer walks away without cause.",{"term":294,"definition":295},"Non-Compete Clause","A post-closing restriction preventing the seller from opening or working at a competing garage within a defined geographic area and time period.",{"term":297,"definition":298},"Prorated Items","Costs such as prepaid rent, utilities, or annual licenses that are split between seller and buyer based on the fraction of the period each party occupies.",{"term":86,"definition":300},"A companion document signed at closing that formally conveys title to each individual tangible asset listed in the purchase agreement.",{"term":302,"definition":303},"Material Adverse Change","A significant negative event affecting the garage's business, assets, or financial condition that may give the buyer the right to renegotiate or exit the deal.",[305,310,315,320,325,330,335,340,345,350],{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Identification of parties and recitals","Names the seller and buyer as legal entities, describes the garage business being sold, and states the parties' intent to complete the transaction on the terms set out in the agreement.","This Asset Purchase Agreement ('Agreement') is entered into as of [DATE] by and between [SELLER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer'). Seller operates an automotive repair business located at [ADDRESS] (the 'Business').","Using a trade name instead of the registered legal entity name for either party. If the entity name does not match ownership records for the assets, title transfer can be challenged.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Purchased assets and excluded assets","Lists every asset being transferred — tools, equipment, inventory, customer records, phone numbers, website, leasehold improvements, and goodwill — and explicitly identifies what the seller keeps.","Buyer hereby purchases all right, title, and interest in the assets listed in Schedule A ('Purchased Assets'), including all tools, lifts, diagnostic equipment, spare parts inventory, customer records, and goodwill. Excluded Assets are those listed in Schedule B, including Seller's personal vehicle and all accounts receivable outstanding as of the Closing Date.","Failing to attach a detailed Schedule A with serial numbers and descriptions for each piece of equipment. Vague asset lists lead to post-closing disputes about which items were included.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Purchase price and payment terms","States the total consideration, how it is structured — lump sum, deposit plus balance at closing, or seller financing — and the timing of each payment.","The aggregate purchase price for the Purchased Assets is [AMOUNT] ([WRITTEN AMOUNT]) ('Purchase Price'). Buyer shall pay a deposit of [DEPOSIT AMOUNT] within [X] business days of signing. The balance of [BALANCE AMOUNT] shall be paid by wire transfer on the Closing Date.","Not allocating the purchase price across asset classes (equipment, inventory, goodwill, non-compete) in the agreement. The IRS and CRA require allocation disclosure — misaligned allocations trigger audit risk for both parties.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Assumed and excluded liabilities","Defines which of the seller's existing obligations — such as ongoing vendor contracts or equipment leases — the buyer takes on, and confirms that all other liabilities stay with the seller.","Buyer shall assume only the liabilities expressly listed in Schedule C ('Assumed Liabilities'). All other liabilities of Seller, including any pre-Closing tax obligations, environmental liabilities, pending litigation, and undisclosed debts, are Excluded Liabilities and remain the sole obligation of Seller.","Using broad language that leaves ambiguity about which liabilities transfer. Courts have found buyers liable for pre-closing environmental contamination and employment claims when the exclusion language was imprecise.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Representations and warranties of the seller","The seller confirms factual matters about ownership, financial condition, equipment condition, absence of liens, compliance with environmental and safety laws, and no pending claims against the business.","Seller represents and warrants that: (a) Seller has full legal title to the Purchased Assets, free and clear of all liens and encumbrances except as disclosed in Schedule D; (b) the financial statements provided to Buyer fairly present the Business's financial condition; (c) Seller is in compliance with all applicable environmental and workplace safety laws.","Accepting seller representations without a corresponding disclosure schedule. Undisclosed liens, pending environmental orders, or equipment defects discovered after closing become expensive to unwind without a clear warranty-breach remedy.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Representations and warranties of the buyer","The buyer confirms it has authority to enter the agreement, has the financial capacity to close, and has conducted its own due diligence.","Buyer represents and warrants that: (a) Buyer is duly organized and has full authority to execute this Agreement; (b) Buyer has conducted its own independent investigation of the Business and the Purchased Assets; (c) Buyer has adequate financing to fund the Purchase Price.","Omitting buyer representations entirely. If the buyer fails to close due to financing issues, seller needs a warranty-breach pathway and forfeiture of the deposit — otherwise recovery is limited to a costly lawsuit.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Closing conditions and deliverables","Sets out the conditions each party must satisfy before closing — such as landlord consent to lease assignment, transfer of regulatory licences, and delivery of a signed Bill of Sale — and the target closing date.","Closing shall occur on [DATE] or such other date as the parties agree in writing. Conditions to Closing include: (a) Landlord's written consent to assignment of the Premises Lease; (b) transfer of [JURISDICTION] automotive repair licences to Buyer; (c) delivery of a Bill of Sale executed by Seller.","Setting a firm closing date without a short extension mechanism. If a licence transfer is delayed by a regulatory body, a rigid closing date can put the whole deal in default unnecessarily.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Non-compete and non-solicitation","Prevents the seller from opening a competing garage or soliciting the transferred customer base within a defined geographic radius and time period after closing.","For a period of [X] years following the Closing Date, Seller shall not, directly or indirectly, own, operate, or be employed by any automotive repair business within [X] miles/kilometres of [ADDRESS], nor solicit any customer whose records were transferred as Purchased Assets.","Setting the geographic radius too broadly for the local market or the duration too long for the jurisdiction. Courts in several states and provinces routinely void non-competes that exceed what is reasonably necessary to protect the goodwill being purchased.",{"name":346,"plain_english":347,"sample_language":348,"common_mistake":349},"Indemnification","Establishes each party's obligation to compensate the other for losses arising from a breach of representations, warranties, or covenants, and typically caps the seller's indemnification exposure.","Seller shall indemnify and hold harmless Buyer from any losses, claims, or damages arising from (a) any breach of Seller's representations, warranties, or covenants; or (b) any Excluded Liability. Seller's aggregate indemnification obligation shall not exceed the Purchase Price.","No indemnification cap or survival period. Without a cap, the seller's exposure is unlimited; without a survival period, stale claims can surface years after closing.",{"name":351,"plain_english":352,"sample_language":353,"common_mistake":354},"Governing law and dispute resolution","Specifies which jurisdiction's law governs interpretation of the agreement and how disputes will be resolved — arbitration, mediation, or litigation in a named court.","This Agreement shall be governed by the laws of the State/Province of [JURISDICTION]. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA/ICDR] in [CITY], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing jurisdiction with no meaningful connection to where the garage operates or the parties are located. Local courts are generally more predictable and accessible for disputes involving a physical business location.",[356,361,366,371,376,381,386,391],{"step":357,"title":358,"description":359,"tip":360},1,"Enter the parties' legal entity names and the business address","Use the registered legal name of both the seller entity and the buyer entity — not trade names or personal names. Include the full street address of the garage.","Pull the seller's entity name from your state or provincial corporate registry to ensure it exactly matches the name on title documents for the equipment and lease.",{"step":362,"title":363,"description":364,"tip":365},2,"Draft a detailed Schedule A of purchased assets","List every tangible asset being transferred: vehicle lifts, diagnostic computers, air compressors, hand tools, inventory, vehicles, and any software licences. Include make, model, and serial number for equipment valued over $500.","Walk the premises with the buyer and cross-reference the list against the garage's most recent insurance schedule — the insurer has already catalogued every significant asset.",{"step":367,"title":368,"description":369,"tip":370},3,"Set the purchase price and allocate it across asset classes","State the total price and break it into categories: tangible equipment, inventory, customer records and goodwill, and the non-compete covenant. Both parties will need this allocation for their tax filings.","In the US, both parties must file IRS Form 8594 to report asset class allocations — mismatched filings trigger IRS scrutiny, so agree on the allocation in the contract and keep a copy.",{"step":372,"title":373,"description":374,"tip":375},4,"Define assumed liabilities precisely in Schedule C","List only the specific obligations the buyer is taking on — for example, the remaining term of an equipment finance agreement or a transferable vendor supply contract. Everything not listed stays with the seller.","Order a UCC or PPSA lien search on the seller's assets before signing. Any undisclosed secured liens will cloud title to the equipment the buyer is purchasing.",{"step":377,"title":378,"description":379,"tip":380},5,"Complete the representations and warranties disclosure schedules","For each seller warranty, attach a disclosure schedule noting any exceptions — known equipment defects, pending regulatory orders, or existing encumbrances. Disclosed exceptions are carved out of warranty-breach claims.","A Phase 1 Environmental Site Assessment for the garage property should be completed before signing if there is any history of fuel storage, oil disposal, or chemical use on the premises.",{"step":382,"title":383,"description":384,"tip":385},6,"Set closing conditions and the target closing date","List every condition that must be satisfied before the deal closes — landlord consent, licence transfers, lien releases — and set a realistic target date with a 10–15 business day extension mechanism.","Contact the relevant licensing authority early to confirm the transfer timeline for automotive repair licences in your jurisdiction — delays here are the most common reason closings slip.",{"step":387,"title":388,"description":389,"tip":390},7,"Calibrate the non-compete scope to the local market","Set the geographic radius based on the actual catchment area of the garage — typically 5–15 miles for an urban location, up to 25 miles for a rural shop. Duration of 2–3 years is typically enforced; 5+ years courts scrutinize closely.","If the seller will remain as an employee or consultant after closing, structure the non-compete as part of the employment arrangement rather than the asset purchase — it has a stronger legal foundation in most jurisdictions.",{"step":392,"title":393,"description":394,"tip":395},8,"Sign before the closing date and notarise where required","Both parties must sign the agreement and all schedules before the closing date. Some jurisdictions require notarisation for the Bill of Sale that accompanies the transfer of registered vehicles or certain equipment.","Use a sequential signing process: buyer signs first, then seller — this ensures the seller reviews a fully executed buyer commitment before releasing any assets or records.",[397,401,405,409,413,417],{"mistake":398,"why_it_matters":399,"fix":400},"Vague or incomplete Schedule A asset list","Post-closing disputes over which tools, lifts, or inventory items were included are the single most common source of litigation in garage asset sales. Without serial numbers and descriptions, every item becomes contestable.","Conduct a joint walkthrough before signing and attach a photographed, itemised Schedule A signed by both parties at the same time as the main agreement.",{"mistake":402,"why_it_matters":403,"fix":404},"No purchase price allocation across asset classes","The IRS (Form 8594) and CRA (Form T2057) require both buyer and seller to report how the purchase price is allocated. Mismatched filings draw audits; no allocation forces the tax authority to assign one that may be unfavourable.","Negotiate and document the allocation in Schedule E of the agreement before signing, and confirm each party's tax advisor has reviewed it.",{"mistake":406,"why_it_matters":407,"fix":408},"Broad or undefined assumed liabilities language","Courts have held buyers responsible for pre-closing environmental remediation, employee back-pay claims, and CRA/IRS payroll tax arrears when liability assumption language was drafted too broadly.","List every assumed liability individually in Schedule C. Include a catch-all exclusion: 'All liabilities not expressly listed in Schedule C remain the sole obligation of Seller.'",{"mistake":410,"why_it_matters":411,"fix":412},"Skipping a lien search on garage equipment","Vehicle lifts, diagnostic equipment, and compressors are commonly financed — a buyer who closes without a UCC or PPSA search may take title subject to the seller's outstanding equipment loans.","Order a lien search in the seller's name and entity name in every jurisdiction where the equipment is located at least five business days before closing, and require lien releases as a closing condition.",{"mistake":414,"why_it_matters":415,"fix":416},"Non-compete scope disproportionate to the transaction","An overly broad non-compete — covering an entire state, or running 10 years — will be struck down entirely in most jurisdictions, leaving the buyer with no protection for the goodwill it paid for.","Tie the geographic scope to the garage's actual customer catchment area, verified by reviewing the customer address records being transferred. Keep duration at 2–3 years unless the seller's personal reputation drives a significant portion of revenue.",{"mistake":418,"why_it_matters":419,"fix":420},"No survival period on representations and warranties","Without a survival clause, warranty claims expire at closing — leaving the buyer without recourse for defects in title, environmental issues, or undisclosed liabilities discovered six months later.","Set a survival period of 18–24 months for general representations and a longer period (3–5 years or indefinitely) for tax, environmental, and IP ownership warranties.",[422,425,428,431,434,437,440,443,446],{"question":423,"answer":424},"What is an asset purchase agreement for a garage?","An asset purchase agreement for a garage is a legally binding contract that transfers specific business assets — tools, equipment, inventory, customer records, and goodwill — from a garage or auto repair shop seller to a buyer. Unlike a share purchase, the buyer acquires only the listed assets, not the seller's corporate entity or its historic liabilities. It is the standard transaction structure for buying or selling a small-to-medium garage business.\n",{"question":426,"answer":427},"What is the difference between an asset purchase and a share purchase for a garage?","In an asset purchase, the buyer selects exactly which assets and liabilities to take on and leaves the seller's corporate entity — and its history of tax, environmental, and employment obligations — behind. In a share purchase, the buyer acquires the entire company, including all historical liabilities. Most garage buyers prefer asset purchases because they can exclude pre-existing debts, environmental contamination, and unknown claims. Sellers sometimes prefer share sales for tax reasons — notably the capital gains exemption available on qualifying small business corporation shares in Canada.\n",{"question":429,"answer":430},"What assets are typically included in a garage asset purchase?","A typical garage asset purchase includes vehicle lifts and jacks, diagnostic and scan equipment, air compressors and pneumatic tools, hand and power tools, parts and consumables inventory, office equipment and software, the customer database and service history records, the business phone number and website, signage, leasehold improvements, and goodwill associated with the business name and customer relationships. What is included or excluded must be listed explicitly in Schedule A and Schedule B of the agreement.\n",{"question":432,"answer":433},"Do I need a lawyer to complete an asset purchase agreement for a garage?","For a straightforward single-location garage sale under $150,000, a well-structured template reviewed by a lawyer for a few hundred dollars is typically sufficient. For transactions above that threshold, where real estate or a long-term lease is involved, where environmental risk is present, or where the seller is financing part of the purchase price, engaging a commercial lawyer for full drafting and due diligence is strongly recommended. The cost of legal counsel ($1,500–$5,000) is modest relative to the risk of a poorly structured asset transfer.\n",{"question":435,"answer":436},"How should the purchase price be allocated in a garage asset purchase?","The purchase price should be allocated across asset classes: tangible personal property (equipment and tools), inventory, customer-based intangibles (records and goodwill), and the non-compete covenant. In the US, both parties must file IRS Form 8594 to report the agreed allocation. In Canada, the allocation affects each party's capital gains and recaptured depreciation calculations. Buyers typically prefer to allocate more value to depreciable equipment (faster write-off); sellers often prefer goodwill allocation for capital gains treatment. The allocation must be negotiated and documented in the contract.\n",{"question":438,"answer":439},"What environmental issues should I check before buying a garage?","Garages are high-risk sites for soil and groundwater contamination due to fuel storage, used oil disposal, antifreeze, and solvent use. Before signing, order a Phase 1 Environmental Site Assessment from a qualified environmental consultant. If the Phase 1 identifies recognized environmental conditions, a Phase 2 (soil and groundwater sampling) is necessary before closing. Environmental remediation costs can reach hundreds of thousands of dollars — obtaining an environmental indemnity from the seller and confirming it is backed by adequate financial resources is essential.\n",{"question":441,"answer":442},"What happens to employees when a garage is sold as an asset purchase?","In an asset purchase, the buyer is generally not obligated to hire the seller's employees. However, in most Canadian provinces and in the UK and EU, employment law may deem the transaction a business transfer that requires the buyer to offer continued employment on comparable terms. In the US, WARN Act notice obligations may apply for larger workforces. The agreement should clearly state whether the buyer is assuming any employment obligations and should list any employees whose positions are being offered as part of the transition.\n",{"question":444,"answer":445},"Can the seller keep receiving payments on existing repair jobs after closing?","Accounts receivable for work completed before closing typically remain with the seller as an excluded asset, unless specifically listed in Schedule A as a purchased asset. Work in progress — vehicles currently being repaired — requires a specific allocation in the agreement: either the seller completes and collects, or the buyer completes and the purchase price is adjusted to reflect the cost of completing that work. Leaving this unaddressed is a common source of post-closing friction.\n",{"question":447,"answer":448},"How long should a non-compete clause last in a garage asset purchase?","A duration of 2–3 years is most commonly enforced in North American and UK courts for a garage business sale. A 5-year restriction is enforceable in some jurisdictions when the seller had a strong personal reputation driving a significant share of revenue. Geographic scope should be limited to the garage's realistic customer catchment area — typically a 5–15 mile radius in urban markets. Courts in California and a small number of other jurisdictions limit even business-sale non-competes, so governing law selection matters.\n",[450,454,458,462],{"industry":451,"icon_asset_id":452,"specifics":453},"Automotive repair and service","industry-automotive","Equipment schedules must itemise lifts, alignment machines, and diagnostic tools by VIN or serial number; environmental indemnity for fuel and oil storage is standard.",{"industry":455,"icon_asset_id":456,"specifics":457},"Franchise and branded service networks","industry-franchise","Franchisor consent to the asset transfer and rebranding obligations must be addressed as closing conditions before the agreement is executed.",{"industry":459,"icon_asset_id":460,"specifics":461},"Commercial real estate and property investment","industry-real-estate","Where the garage premises are owned rather than leased, a separate real property transfer must run alongside the asset purchase and coordinate closing conditions.",{"industry":463,"icon_asset_id":464,"specifics":465},"Private equity and business acquisitions","industry-private-equity","Roll-up acquirers typically use a standardised asset purchase template across multiple garage locations and negotiate a uniform non-compete and earnout structure.",[467,470,473,477],{"vs":246,"vs_template_id":468,"summary":469},"D{STOCK_PURCHASE_AGREEMENT_ID}","A stock purchase agreement transfers the entire corporate entity, including all historic liabilities — tax arrears, environmental obligations, and pending litigation. An asset purchase agreement transfers only selected assets, leaving unwanted liabilities with the seller. Garage buyers almost always prefer asset purchases; sellers with significant built-in capital gains may prefer a share sale for tax reasons.",{"vs":262,"vs_template_id":471,"summary":472},"bill-of-sale-D1369","A bill of sale is a short document that conveys title to individual items at the moment of transfer. It does not cover representations and warranties, non-competes, indemnification, or closing conditions. An asset purchase agreement governs the entire transaction and generates the bill of sale as one of its closing deliverables. For any garage sale involving goodwill or ongoing customer relationships, a full asset purchase agreement is required.",{"vs":474,"vs_template_id":475,"summary":476},"Business Purchase Agreement","D{BUSINESS_PURCHASE_AGREEMENT_ID}","A general business purchase agreement covers the acquisition of any type of business and is not tailored to the specific assets, environmental risks, licensing requirements, and customer-record considerations that arise in an automotive repair context. An asset purchase agreement for a garage includes garage-specific schedules and representations that a generic business purchase agreement typically omits.",{"vs":250,"vs_template_id":478,"summary":479},"D{EQUIPMENT_PURCHASE_AGREEMENT_ID}","An equipment purchase agreement covers only the physical tools and machinery — it does not transfer goodwill, customer records, the business phone number, or the right to operate under the business name. If the goal is to acquire a working garage as a going concern rather than just its hardware, an asset purchase agreement is the correct instrument.",{"use_template":481,"template_plus_review":485,"custom_drafted":489},{"best_for":482,"cost":483,"time":484},"Straightforward garage sales under $150,000 with no real property, no environmental concerns, and no seller financing","Free","2–4 hours to complete and review",{"best_for":486,"cost":487,"time":488},"Transactions between $150,000 and $500,000, where a lease assignment, equipment liens, or seller financing is involved","$800–$2,500 for a commercial lawyer review","3–7 business days",{"best_for":490,"cost":491,"time":492},"Multi-location acquisitions, transactions above $500,000, real property transfer, environmental risk, or complex earnout structures","$3,000–$10,000+","2–4 weeks",[494,499,504,509],{"code":495,"name":496,"flag_asset_id":497,"note":498},"us","United States","flag-us","Both parties must file IRS Form 8594 to report the agreed purchase price allocation across asset classes — mismatched filings trigger IRS audit risk. UCC lien searches are required in the state where the equipment is located. Environmental liability under CERCLA can attach to buyers of contaminated commercial property even in an asset purchase if the buyer is deemed an operator. California and a small number of other states restrict non-competes even in business sale contexts.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"ca","Canada","flag-ca","The seller may be eligible for the Lifetime Capital Gains Exemption on qualifying small business corporation shares — a factor that frequently drives negotiations toward a share rather than asset structure. In asset sales, CRA requires both parties to file a joint election (Form T2057) to govern the tax treatment of goodwill and depreciable property. In Ontario, Quebec, and British Columbia, employment standards legislation may deem garage employees to have continuity of employment with the buyer regardless of asset-purchase structure.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"uk","United Kingdom","flag-uk","TUPE (Transfer of Undertakings — Protection of Employment) Regulations 2006 typically apply to garage asset sales that constitute a transfer of a business as a going concern, requiring the buyer to offer continued employment to all transferring employees on their existing terms. Environmental permitting for waste oil and fuel storage must be transferred to or reissued in the buyer's name before operating. Stamp Duty Land Tax applies to any real property element of the transaction.",{"code":510,"name":511,"flag_asset_id":512,"note":513},"eu","European Union","flag-eu","The EU Acquired Rights Directive (implemented locally in each member state) mirrors TUPE and generally requires employee continuity on a business asset transfer. Customer data transferred as part of a garage sale — service records, contact details — constitutes personal data under GDPR; the agreement should include a data processing clause and the seller must notify affected customers of the transfer. VAT treatment of the asset sale varies by member state — many jurisdictions treat the transfer of a going concern as outside the scope of VAT, but local confirmation is required.",[263,515,516,517,518,519,520,521,522,523,524,525],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","lease-agreement-D1179","letter-of-intent-for-purchase-of-computer-equipment-D1148","promissory-note-D434","general-non-compete-agreement-D882","equipment-lease-agreement-D1140","business-report-D12762","checklist-customer-due-diligence-D13916","employment-agreement_at-will-employee-D541","purchase-order-D1411",{"emit_how_to":207,"emit_defined_term":207},{"primary_folder":114,"secondary_folder":528,"document_type":529,"industry":530,"business_stage":531,"tags":532,"confidence":537},"sales-and-purchase","agreement","general","exit",[531,533,534,535,536],"asset-purchase","garage","auto-repair","sale-agreement",0.92,"\u003Ch2>What is an Asset Purchase Agreement for a Garage?\u003C/h2>\n\u003Cp>An \u003Cstrong>Asset Purchase Agreement for a Garage\u003C/strong> is a legally binding contract that governs the structured transfer of a garage or auto repair business from a seller to a buyer through the sale of specific assets rather than the sale of the owning corporate entity. It identifies every tangible and intangible asset being conveyed — vehicle lifts, diagnostic equipment, tools, parts inventory, customer service records, and goodwill — and sets out the purchase price, liability allocation, representations and warranties, closing conditions, and post-closing restrictions such as non-compete covenants. Because the buyer acquires only the listed assets, pre-existing liabilities of the seller's business — tax arrears, environmental contamination, employment claims — remain with the seller unless explicitly assumed.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Buying or selling a garage without a comprehensive written asset purchase agreement exposes both parties to serious financial and legal risk. Without explicit allocation of assets and liabilities, a buyer may unknowingly inherit the seller's outstanding equipment loans, environmental remediation orders, or back-pay claims from former employees. A seller without clear representations and indemnification provisions has no contractual recourse if the buyer later claims a lift was misrepresented or an inventory count was inflated. Disputes over which tools and equipment were included in the sale — absent a detailed Schedule A — are the most litigated issue in small business asset transfers. Post-closing, an unenforceable or missing non-compete clause means the seller can open a competing shop across the street the day after closing, wiping out the goodwill the buyer paid for. This template closes every one of those gaps: it covers asset identification, purchase price allocation, lien-release conditions, environmental and employment representations, non-compete scope, and indemnification — giving both parties a clear, enforceable record of exactly what changed hands and on what terms.\u003C/p>\n",1779480717440]