Share and Asset Purchase Agreement

Share and Asset Purchase Agreement

Share and Asset Purchase Agreement

This Share and Asset Purchase Agreement (the "Agreement") is made and entered into as of [Date],

by and between [Buyer Name], a company incorporated under the laws of [Country], with its

principal office at [Buyer Address] (the "Buyer"), and [Seller Name], a company incorporated under

the laws of Malaysia, with its principal office at [Seller Address] (the "Seller").

WHEREAS, the Seller owns and operates a restaurant business known as [Restaurant Name] (the

"Business");

WHEREAS, the Buyer desires to purchase, and the Seller desires to sell, all of the issued and

outstanding shares of the Business and certain assets related thereto on the terms and conditions

set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and

for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

1. Purpose

The purpose of this Agreement is for the Buyer to acquire from the Seller all of the issued and

outstanding shares and related assets of the Business.

2. Purchase and Sale

2.1 Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, the Seller

agrees to sell, assign, transfer, and deliver to the Buyer, and the Buyer agrees to purchase from the

Seller, all of the issued and outstanding shares of the Business (the "Shares") and all assets related

to the Business, including but not limited to the following (collectively, the "Assets"):

- Furniture, fixtures, and equipment

- Inventory

- Intellectual property

- Leasehold interests

- Licenses and permits

- Customer lists

- Contracts and agreements

3. Purchase Price and Payment Terms

3.1 Purchase Price. The purchase price for the Shares and Assets shall be [Amount] (the "Purchase

Price").

3.2 Payment Terms. The Purchase Price shall be payable as follows:

- [Payment Terms and Schedule]

4. Representations and Warranties

4.1 Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer

that:

- The Seller is duly organized, validly existing, and in good standing under the laws of Malaysia.

- The Seller has all requisite power and authority to enter into this Agreement and to carry out the

transactions contemplated hereby.

- The Seller is the sole legal and beneficial owner of the Shares, free and clear of all liens,

encumbrances, and claims.

- The execution and delivery of this Agreement by the Seller do not, and the consummation of the

transactions contemplated hereby will not, conflict with or result in any violation of or default under

any provision of the Seller's organizational documents or any agreement to which the Seller is a

party.

4.2 Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller

that:

- The Buyer is duly organized, validly existing, and in good standing under the laws of [Country].

- The Buyer has all requisite power and authority to enter into this Agreement and to carry out the

transactions contemplated hereby.

- The execution and delivery of this Agreement by the Buyer do not, and the consummation of the

transactions contemplated hereby will not, conflict with or result in any violation of or default under

any provision of the Buyer's organizational documents or any agreement to which the Buyer is a

party.

5. Covenants

5.1 Operation of Business. From the date of this Agreement until the closing date, the Seller shall

operate the Business in the ordinary course and shall not make any material changes to the

Business without the Buyer's prior written consent.

5.2 Access to Information. The Seller shall provide the Buyer and its representatives with

reasonable access to the Business and all relevant information and documentation.
 Share and Asset Purchase Agreement

6. Closing

6.1 Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing")

shall take place on [Closing Date] at [Closing Location], or at such other time and place as the

parties may mutually agree.

6.2 Deliveries by Seller. At the Closing, the Seller shall deliver to the Buyer:

- Stock certificates representing the Shares, duly endorsed for transfer

- Bills of sale and assignments for the Assets

- All consents, approvals, and authorizations required for the transfer of the Shares and Assets

6.3 Deliveries by Buyer. At the Closing, the Buyer shall deliver to the Seller:

- The Purchase Price, in accordance with Section 3.2

- Any other documents or instruments reasonably required to consummate the transactions

contemplated hereby

7. Indemnification

7.1 Indemnification by Seller. The Seller agrees to indemnify and hold harmless the Buyer from and

against any and all losses, liabilities, damages, and expenses arising out of or relating to any breach

of the Seller's representations, warranties, or covenants contained in this Agreement.

7.2 Indemnification by Buyer. The Buyer agrees to indemnify and hold harmless the Seller from and

against any and all losses, liabilities, damages, and expenses arising out of or relating to any breach

of the Buyer's representations, warranties, or covenants contained in this Agreement.

8. Miscellaneous
 Share and Asset Purchase Agreement

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the

laws of Malaysia.

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and

supersedes all prior and contemporaneous understandings and agreements, whether written or oral,

relating to the subject matter hereof.

8.3 Amendments and Waivers. This Agreement may be amended or modified only by a written

instrument signed by both parties. No waiver of any provision of this Agreement shall be effective

unless in writing and signed by the party against whom enforcement is sought.

8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed

an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year

first above written.

[Seller Name]

By: __________________________

Name: [Seller Representative Name]

Title: [Seller Representative Title]

[Buyer Name]
 Share and Asset Purchase Agreement

By: __________________________

Name: [Buyer Representative Name]

Title: [Buyer Representative Title]