The document template allows for the ease in creation of a complex document. Asset Purchase Agreement (Pro-Seller Long Form)by Practical Law Corporate & SecuritiesEnvironmental provisions by Andrew N. Davis, Ph.D. and Aaron D. Levy, Shipman & Goodwin LLP. While it may seem obvious that the thing that is being purchased should be identified, the key here is to be as specific and descriptive as possible. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude. EXHIBIT B TO ASSET PURCHASE AGREEMENT (exclusive list of liabilities assumed) 3. Decide who will handle taxation as well, and how the transaction will be characterized regarding properties and such. These changes may happen depending on interest, balance sheet differences, working capital, amortization – or when the asset loses value over time – and the value of net assets. Buyer’s agreement to collect pre closing receivables if still property of seller Buyer’s agreement to indemnify seller from any damage, including legal fees, for post-closing claims For the second scenario, where the seller is paid over time, all of the above except No. THIS ASSET PURCHASE AGREEMENT (“ Agreement ”) is made and entered into as of August 28, 2012, by and among Timberline Knolls, LLC, a Delaware limited liability company (“ Seller ”), and TK Behavioral, LLC, a Delaware limited liability company (“ Buyer ”). Contents of the asset purchase agreement. The Company is a company limited by shares. This Precedent is a long form share purchase agreement (SPA), for use where the drafter is acting for the buyer in a transaction with a single corporate seller and where there are conditions to completion (split exchange and completion). (a) Promptly following the execution of this Asset Purchase Agreement, Seller shall provide reasonable access to Buyer to the facilities and the personnel records of Seller for Facility Employees the purpose of preparing for and conducting employment interviews with Facility Employees. For a business, it means a list of every piece of equipment that is included down to the two chairs in the back office. Defined terms used but not otherwise defined herein shall have the meanings contained in Exhibit A hereto. 1374 0 obj <>/Filter/FlateDecode/ID[<333CCA3CF74AB243A43CDC9A08EC9897><84CBEBF537C3824C970F214415EA3752>]/Index[1361 24]/Info 1360 0 R/Length 73/Prev 400324/Root 1362 0 R/Size 1385/Type/XRef/W[1 2 1]>>stream This field is for validation purposes and should be left unchanged. Here are the 6 most important elements that need to go into this agreement. For a sample pro-buyer master sale of goods agreement, see Standard Document, Sale of Goods Agreement (Pro-Buyer) (5-541-6567). Indemnification obligations survive closing – meaning the obligations remain in effect even after you close the deal and collect the purchase price. Seller has good and marketable title to the Purchased Assets, free of any encumbrance, with full right and power to sell the Purchased Assets. Available in A4 & US Letter Sizes. Decide if you also need to do closing price adjustments. For services, it means providing details on the nature of the services and what is and is not included in those services, and much, much more. Both city and State aggressively seek out businesses that change hands, requiring buyers to submit a “use tax” report listing their purchases of equipment. For land, this means providing the exact description of the lot as it is listed in the land records. 9. Share purchase agreement—pro-buyer—corporate seller—conditional—long form Precedents. In any share or asset purchase transaction, invariably a lot of time is spent discussing warranties and indemnities. Each document includes practical guidance in the form of summaries and drafting notes. ASSET PURCHASE AGREEMENT. Gռ��zg{����i��m@�l�xbHg`=i����R6�yU�j ��? Every good business needs to know its contracts, especially regarding assets. For land, this means providing the exact description of the lot as it is listed in the land records. Asset Purchase Agreement Pro Buyer. Create a clear list of inclusions and exclusions to any asset that the business may have. %%EOF Since the seller is the one agreeing to pay for any losses covered during the survival period, the seller will advocate for a short survival period to minimize … Stronger Business Begins with Stronger Contracts. This Precedent is a long form share purchase agreement (SPA), for use where the drafter is acting for the buyer in a transaction with a single corporate seller and where there are conditions to completion (split exchange and completion). Second, the paper must set forth the terms under which the goods are transferred, laying out the rights and responsibilities of both parties. ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of the 24th day of January, 2014 by and among SELLER’S LLC NAME, a Montana limited liability company (“SELLER CO”), Andrew Y (“SELLER NAME”), BUYER’S LLC NAME, a Colorado limited liability company (“BUYER CO”) and Clayton C (“BUYER”). This Standard Document assumes, among other things, a single corporate buyer and a single corporate seller. What Is An Asset Purchase Agreement? For a business, it means a list of every piece of equipment that is included down to the two chairs in the back office. 4. In many cases, a buyer will pay for all the assets at the conclusion of the contract. 19 Debts also fall under price negotiations; if the assets are involved with loans, then the buyer and seller need to decide who owns responsibility. Need an Asset Purchase Agreement? 1384 0 obj <>stream If the seller cannot guarantee the quality of the asset, then they need to protect themselves from extremely high consequences. Americans with Disabilities Act Claim or Lawsuit Defense, Professional Negligence / Malpractice Defense, Shareholder & Partnership Disputes & Dissolutions, Tortious Interference with Business and Contractual Relationships, Employer Defense Against COVID-19 Related Lawsuits, DOL Investigation: How to Reply to a Department Of Labor Complaint. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude. (a) Title. Although assets are considered as groups of properties, it is not required for the purchaser to buy every single asset of the company. Available in A4 & US Letter Sizes. Typically, however, those requirements include delivery of the purchase price, approval of the sale by whatever third parties need to be involved including government agencies, and if the seller needed to make any changes or repairs prior to sale. This usually favors the buyer, because the seller has to provide the warranty and important disclaimers. When you have general terms, grey area ensues by which either the buyer or seller can take advantage of loopholes and terminology. * This summary is provided by Seller Parties, does not purport to be complete, and is subject to, and qualified in its entirety by, the terms of the Asset Purchase Agreement. level if the seller liquidates). In this section, it is important to specify which state’s laws will govern the agreement (choice of laws), that if any part of the agreement is deemed void the remainder of the agreement will remain valid, and how modifications or amendments to the agreement can be made. Easily Editable & Printable. Handle as many details as possible. Asset Purchase Agreement. Maintained • . This is because the asset purchase agreement serves multiple purposes to benefit both parties. Whether you’re a seller or a buyer, the following sets forth many of the issues involved in negotiating and drafting an asset purchase agreement (APA) for the purchase and sale of a business. Seller, the Deficit Amount for that Deficit Quarter. There is no reason that a schedule of contracts to be assumed cannot be attached to the Asset Purchase Agreement when it is first executed. This right shall be in addition to any other rights or remedies available to Seller under this Agreement. This is suitable for a simple sale/transfer of shares drafted in favour of the Seller. Second, the paper must. 19 It is crucial to correctly identify the entity that is entering into the agreement. The transaction is contemplated from the perspective of the Seller and includes everything from the Asset Purchase Agreement to the Closing Checklist. Asset Purchase. THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into as of this 8th day of March, 2000 by and between KLA-Tencor Corporation, a Delaware corporation ("PURCHASER"), and OBJECTSPACE, INC., a Delaware corporation ("SELLER").RECITALS A. The Seller is the legal and beneficial owner of the Shares in the Company. Each document includes practical guidance in the form of summaries and drafting notes. As mentioned, the specificity and exclusions matter when a business does not want to sell all of its assets. An asset purchase agreement must accomplish several goals. Agreement, or at any of our locations in South Florida: our which either the buyer or seller clear. Every asset of the seller has to provide the warranty and important disclaimers additional consents other. 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