You can download a sample asset purchase agreement as a Word or PDF document by clicking the appropriate link in this section. This example can give you a better idea of the structure and conditions of an APA. Debt is also the subject of price negotiations; If the assets are tied to loans, buyers and sellers need to decide who is responsible. You have to decide whether you want to pay in shares or accept the securities as such. Another option is to decide whether the buyer should make payments in instalments or in one lump sum. For example, the sale of an entire business from one owner to another should raise questions about Florida`s non-compete clause. The seller of a business often has important trade secrets and information that makes the business valuable, and therefore the buyer pays a premium for it. In order to prevent the seller from participating in the contest or interfering in the business after closing, a non-compete obligation and a confidentiality agreement may be required. I am a New York Licensed Attorney with over 6 years of experience in drafting, reviewing and negotiating a variety of contracts and agreements.
I have experience in sports and entertainment, real estate, healthcare, estate planning and with start-ups. I am confident that I can help you with all your legal requirements. The main advantage of buying assets is that a buyer can choose the assets and liabilities they want to acquire. The risk of hidden liabilities is generally lower than with a share purchase. The complexity and content of an APP can vary greatly depending on the asset acquired, its value, the form of payment and the sophistication of the parties. The following assets are often subject to APAs: Of course, price is an essential part of the deal, but payment terms are just as important. For example, if it is a transaction that constitutes seller financing, the buyer can transfer part of the purchase price at closing and at the same time sign a promissory note for the rest of the purchase price. Closing occurs when the transaction is formalized. Closing conditions should define what is necessary to complete the purchase or sale of the business or assets of the business, including terms and contingencies. The term “contract for the sale of assets” can be used interchangeably with a contract for the purchase of assets. As a rule, the difference in labelling has no legal significance.
However, the actual terms of an agreement may indicate something different depending on the context. When a lawyer reviews the sale or purchase of assets, it can help avoid confusion about the nature of a business. Here are the parts of an asset purchase agreement that you may want to include in your document. Often, a seller requires a down payment to reserve the purchased assets. This is especially true for expensive sales. In the “V. Filing” section, one of the checkboxes displayed must be checked to set the status of the seller`s filing request. If no deposit is required for the next step, check the box for the declaration “A deposit from the buyer is not required”. If a deposit is required for this purchase to proceed to the next step, check the box with the words “A deposit is required…” and enter the dollar amount required for the deposit in the specified blank line. This also requires further definition. A deposit is considered “non-refundable” or “refundable”.
If a deposit is required but the buyer is not entitled to a return, in case of cancellation of the sale, check the box “Non-refundable”. The only exception to this option is if the assets to be acquired have been damaged or impaired after the audit and the initial value has been determined. If the assets mentioned in this Agreement are “Refundable”, select the second check box instruction after the check box instruction “A deposit is required.. If this item is selected, it will be indicated that if this sale is terminated without advancement, the buyer is entitled to a refund of his deposit. In this provision, you must describe what the seller is selling to the buyer, as well as any exclusions that apply. Describe the structure of the business, including the price, payment terms, and responsibilities that the buyer assumes. Since this section can be long, it is not uncommon to move long lists to an attachment. An asset purchase agreement, or “APA,” allows a business to sell its tangible or intangible assets. Examples of a company`s assets include machinery, equipment, customer lists, trademarks, patents, and other valuable assets. This Agreement applies only to the purchase of assets referred to in the Agreement and does not cover the Company`s liabilities. The agreement could establish other obligations and rights of the parties.
In the case of an asset sale, the biggest closing condition is usually related to competition from a thorough due diligence phase. .