Asset Purchase Agreement
Business acquisition contract for purchasing specific company assets rather than entire entity, covering asset identification, pricing, liability allocation, and closing procedures for targeted transactions.
Key Clauses
Recitals Whereas
Defines recitals whereas terms and conditions.
Definitions
Establishes precise meaning of key terms including purchased assets, excluded assets, and liabilities.
Sale And Transfer Of Assets
Specifies exactly which business assets are included in the purchase transaction.
Purchase Price And Payment
Details total consideration, payment structure, adjustments, and escrow arrangements for asset acquisition.
Assumption Of Liabilities
Clarifies which business debts and obligations buyer will assume versus those remaining with seller.
Closing
Establishes timeline, conditions, deliverables, and procedures for completing the asset transfer transaction.
Use This Template
When You Need This
- Acquiring specific business divisions, product lines, or equipment without buying entire company
- Expanding operations by purchasing competitor's assets while avoiding unwanted liabilities
- Selling non-core business assets to focus on primary operations and generate capital
- Structuring acquisition to minimize tax implications compared to stock purchase