ASSET PURCHASE AGREEMENT FORM CONTENT
This section explains how everyone is going to be referred to in the document and the laws that it covers. Includes many defined terms.
Purchase and Sale
This covers what is and isn’t going to be sold, and lists the assets costs and any debt is disclosed here and accounted for. Includes: purchase and sale of the business, exclusions, accounts and closing.
Representations and Warranties
This is where the negotiation happens. It covers statements and facts with the seller using their knowledge and assurances to confirm what is sold. The main goal here is to clarify what the seller knows about the asset (for example, what condition is it in, does it have liens on it, etc). Then, if the equipment doesn’t work as promised, then the buyer would have recourse. This is fair for both parties and can speed up the transaction by making these promises rather than having the Buyer perform excessive and timely due diligence.
Risk is then allocated between both parties and serves as the backbone of the deal if such a claim or breach of inaccuracy appears the parties have a right to terminate or refuse to close the transaction. Therefore this is the foundation of the asset purchase agreement.
Includes: cooperation, organization, authority, enforceability and non contravention
Includes the five topics above, plus: ownership and liens, no litigation, law compliance, ongoing and post-closing assistance, transactions out of ordinary course of business, assigned contracts, non-competition, no hire of employees, no solicitation of customers, no violation of public policy.
Here this covers the regulations and guidelines specific the agreement in detail
Includes: confidentiality, indemnification and process, survival, interpretation, notice, modification and other topics.
ASSET PURCHASE AGREEMENT FAQs
Can a lawyer look over this before I sign?
Yes, an attorney can review your documentation for you to sign, but it is written in a clear and concise way to be used as a template. It comes with instructions to guide you through, but of course we are here to help at any point.
What if my buyer wants to use a lawyer?
This Asset Purchase Agreement form has been prepared by a practising attorney, it is good to be presented to any lawyer.
As a seller, how do I know I have covered everything?
It is an easy to use paper, you should know your assets and what you want to sell and they are listed accordingly. Your purchaser will know what you have and the legal template requires a signature from both parties.
What if it is hard to use?
The template is easy to use and totally customizable. Any questions you have we are here to help direct you
If you have the means to hire a lawyer, it can be a valuable investment in your asset purchase. Please contact Henderson & Henderson if you have more complex needs.