Saturday, January 25, 2020
Asset Purchase Agreement :: Agreements Assets Purchases Essays
Asset Purchase Agreement      This Agreement entered into this the _____ day of ______________, 20___ by and among __________, a corporation organized under the laws of the State of ______________ (hereinafter "Seller"), ______________ (hereinafter individually and collectively "Selling Shareholder(s)") and ______________, a ___________ corporation (hereinafter "Buyer").      WHEREAS, Seller operates a business primarily engaged in the __________________; and      WHEREAS, Seller owns equipment, inventory, contract rights, and miscellaneous assets used in connection with the operations of its business; and      WHEREAS, Buyer desires to acquire substantially all of the assets used or useful, or intended to be used in the operation of Sellers business and Seller desires to sell such assets to Buyer; and      WHEREAS, the Selling Shareholder(s) are the sole shareholder(s) of Seller.      NOW, THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: SECTION 1.     ASSETS PURCHASED; LIABILITIES ASSUMED      1.1      ASSETS PURCHASED.     Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):      1.1.1     All equipment, rolling stock, and tools miscellaneous inventory listed on Exhibit "A", together with any replacements or additions to the equipment, etc. made prior to the closing date.           1.1.2     All inventories and supplies owned by Seller together with any replacements or additions to the inventories made prior to the closing date, but excluding inventory disposed of in the ordinary course of Seller's business.      1.1.3     Seller's goodwill.      1.2     NO ASSUMPTION OF LIABILITIES.     Buyer shall not be responsible for any unfilled orders from customers of Seller nor shall Buyer assume responsibility of payment for other obligations of Seller, including but not limited to, Seller's obligations under any lease, contract or account.                [alternative provision: Buyer assumes all disclosed liabilities of Seller except the following:                          a.] SECTION 2.     EXCLUDED ASSETS           Excluded from this sale and purchase are Seller's accounts receivable, cash, notes receivable, prepaid accounts and land and any and all other assets except those listed on Exhibit "A".                [alternate provision: Buyer is acquiring all assets of the Seller except:                          a. ] SECTION 3.     PURCHASE PRICE FOR ASSETS      The purchase price for the assets shall be $00,000.00, allocated as follows: 1.     Equipment, contracts, rolling stock,      inventory and other personal property                $00,000.00 2.     Goodwill                                    $ 0,000.00                                    TOTAL     $00,000.00      Buyer shall be responsible for all sales and transfer taxes associated with the contemplated transaction; provided, however, Seller agrees to execute or provide whatever documents are necessary for Buyer to have transferred to it and receive credit for any balance remaining on the vehicle tags of Seller.
Thursday, January 16, 2020
Observing a Preschool Classroom Bicultural
July 1, 2012 M L HD 351/551 Assignment#5 Book reflection: â€Å"Resolving conflicts at work†Reading some of â€Å"The ten strategies for everyone on the job†, one that I found very important was, â€Å"Why people engage in difficult behavior†, is because, sometimes we judge people by their difficult behavior, and we do not take the time to ask â€Å"Why†they behave that way. For us could seems (senseless) or irrational to us, we ought to find out why they behave that way.Every time we ask an honest, emphatic question â€Å"Why†, we ask may lead to a more accurate description of the reasons they chose to engage in difficult behaviors. Every accurate description of those behaviors can help us to develop a strategy for stopping or discouraging them. One story in the reading is about a group of employees learned this lesson when they asked the question â€Å"Why†one person refused to go along with the consensus and adamantly refuse to accept t he design favored by the rest of the group.Her†difficult behavior†created considerable conflict and criticism, but she held firm, seeming to enjoy the conflict and smiling as she stood her ground. By asking â€Å"Why†and other open-ended questions, they discovered that her real issue had nothing to do with her design of the coordinating committee, but concerned her work team where she had been unsuccessful in raising or solving the problem. Another important point that I read was, that sometimes family or co-workers engage in difficult behavior because they have family problems at home.One example, I recall when I was supervising this person with a difficult behavior, I found out she was having personal problems, I never asked the question â€Å"why†. Perhaps if I would have the knowledge of this book â€Å"Resolving conflicts at work†, it could be easier for me to work with this person. What the author want us to believe is to understand better, why people behave that way, never to blame them for their difficult personally. Moreover, not regarding their negative behavior, but honestly calling attention to the difficulties it creates for us.One of the patterns I have discovered in the reading was that we would find people with this kind of difficult behavior in our job, co-workers and our own families; I read that difficult behaviors start in the family. Some of these difficult behaviors probably began long before we entered in their lives. Another important point in â€Å" The ten strategies†talks about some difficult behaviors people have since childhood, they follow a pattern because no one resolved their conflicts before. Resolving conflicts at work†strategy 7 we also learned how to understand people with difficult behaviors, bust also talks about methods for changing difficult behaviors. By focusing on the behaviors of the others, offering empathetic feedback, ceasing to reward their behaviors, and search ing for collaborative solutions, it is possible for us to shift from feeling hopeless in our conflicts to being strategic about them. The follow methods can help us to become more strategic in our response to difficult behaviors.They developed these methods to support the staff of a large U. S. government agency in changing their focus defining their problems as difficult people and personalities to identifying the chronic behavioral problems within the organization and developing the skills, they needed to address them. These are only a few of the methods. * Surfacing the conflict: They began by interviewing the staff about their experiences with conflicts in the work place.Summarized the main issues and distributed their comments to everyone without censoring or watering them down. They make a list of all the problems that needed to be solved and placed them on the table for discussion, negotiation, and problem solving. * Conflict coaching: It talks about coaching the leadership t eam in the organization on how best to respond to conflicts and the difficult behaviors that created them, how to model openness to criticism, how to be strategic by not rewarding them, and how to reward honest, empathetic communications instead. Teamwork: By having a group conflict resolution session, they assigned everyone to random teams and asked them to read the comments from the interviews. I believed in today’s competitive workplace, your ability to communicate is the most important business skill. After reading this book, â€Å"Resolving conflicts at work†, I am planning to use these strategies when I need to resolve a conflict at work. One of my questions is â€Å"How can we resolve our conflicts with our own brothers and sisters†.
Wednesday, January 8, 2020
E Commerce And Its Effects On The World Of Businesses Essay
In the past couple of the decades, internet technology has grown enormously. Users have access to millions of resources in front of them instantly. According to Zakaria â€Å"the internet users in December of 2000 were â€Å"360,985,492†, and in December 2011 the number of users became â€Å"2,267,233,742†, with a growth of 528.1%.†The in The world of businesses is changing because of E-commerce has been essential tool for businesses. About 53 percent of all purchases are by E-commerce Businesses have come up with plans to use E-commerce to deliver their products and services to the market. However, there are some risk of using E-commerce, the risk are financial, performance, or social risks. Not taking the right steps and having poor security can cause identity theft. Identity theft is not something new that has recently attracts people’s attention. The classic theft is â€Å"petty thieves†, and criminals been doing this for centuries. â€Å"Pet ty thieves†are the criminals that steal wallets and purses, and now modern days stealing credit cards and debut cards. They go on shopping to spend all the money in your wallet, purse, or credit card. Since the early 1990s the growing technology, a new wave of identity thieves developed who are professionals to keep their own identities, and crime hidden. In the past, the theft had to personally go to a bank or a lending institutions to access, or create an account. This was a risky move because it had high risk of being caught. â€Å"However, with theShow MoreRelatedE Commerce Vs. Electronic Commerce1527 Words  | 7 PagesThere are plenty of ways to define the definition of E-commerce. For example, according to the Oxford Dictionary, E-commerce or electronic commerce is the commercial transaction that conducted electronically on the Internet. 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