This is an agreement between a seller of business assets and a buyer. This long-form
document sets the terms of such a sale and includes provisions regarding payment,
liens and encumbrances on the assets, conditions precedent for the closing,
representations of the parties, matters involving third parties, etc. This document is
intended to provide standard terms that appear in similar agreements, but it can
customized to reflect the needs of the drafting parties.
ASSET PURCHASE AGREEMENT
Dated as of _________, 20____
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ASSET PURCHASE AGREEMENT
THIS AGREEMENT (the “Agreement”) is dated as of ___________, 20____ by and between
_______________________________ (“Buyer”) and ______________________ (“Seller”)
collectively referred to as “the Parties”.
WHEREAS, Buyer desires to acquire, and Seller desires to sell, all of the assets, properties and
rights of Seller relating to Seller’s business that are used, necessary or related to the operations of
_____________________________________________ (collectively the “Business”), including,
without limitation [Instruction: Insert general description of the assets that are subject to
this Purchase Agreement] (Purchased Assets”) as more specifically set forth in Schedule A,
upon the terms and subject to the conditions set forth in this Agreement (the “Acquisition”).
NOW, THEREFORE, in consideration of the representations, warranties, covenants and
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
The following terms, as used herein, have the following meanings:
“Acquisition” is defined in the first recital of the preamble to this Agreement.
“Assignment and Assumption Agreement and Bill of Sale” means that certain Assignment and
Assumption Agreement and Bill of Sale between Seller and Buyer attached hereto as Exhibit A.
“Assumed Contracts” means all contracts, agreements, leases, licenses, commitments, sales,
purchase orders and other instruments related to the Business, including, without limitation, as
set forth on Schedule____.
“Business” is defined in the first recital of the preamble to this Agreement.
“Buyer” is defined in the preamble to this Agreement.
“Damages” means any losses, amounts paid in settlement, claims, damages, Liabilities,
obligations, judgments, settlements and reasonable out-of-pocket costs (including, without
limitation, costs of investigation or enforcement), expenses and attorneys’ fees (including
reasonable fees and expenses of in-house counsel), including, without limitation, any
consequential, special or punitive damages which are assessed as a result of a third party action,
in each case, net of any insurance proceeds actually received by Buyer.
“GAAP” means generally accepted accounting principles in effect in the United States of
America at the time of application thereof, applied on a consistent basis. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, and all determinations
with respect to accounting matters hereunder shall be made in accordance with generally
accepted accounting principles, applied on a consistent basis.
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“Liabilities” means any liability or obligation (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated and whether due or to become due), including, without limitation, any liability for
“Lien” means any mortgage, lien (including any tax lien), pledge, charge, security interest,
option, adverse claim, restriction or encumbrance of any kind.
“Pre-Closing Tax Period” means (i) any Tax period ending on or before the Closing Date and
(ii) with respect to a Tax period that commences before but ends after the Closing Date, the
portion of such period up to and including the Closing Date.
“Purchased Assets” are specifically listed in Schedule A of this Agreement.
“Seller” is defined in preamble to this Agreement.
“Tax” means any federal, state, local or foreign income, gross receipts, franchise, estimated,
alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise,
natural resources, severance, stamp, customs, duties, real property, personal property, capital
stock, social security, unemployment, disability, payroll, license, employee or other withholding,
or other tax, of any kind whatsoever, and including any interest, penalties or additions to tax. All
other definitions are contained within the relevant provisions herein.
PURCHASE AND SALE
o Purchase and Sale. On the terms and subject to the conditions of this Agreement,
Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and
accept from Seller on the Closing Date, any and all right, title and interest of Seller in and to any
and all of the assets of the Business, including, without limitation, any items as listed as