The Asset Purchase And Sale Agreement is essential for transactions involving the transfer of specific business assets rather than entire company ownership. It's commonly used in the United States when companies want to sell particular assets while retaining others, or when buyers prefer to acquire specific assets rather than assume all liabilities of a business. This agreement carefully identifies included and excluded assets, specifies purchase price and payment terms, allocates risks through representations and warranties, and establishes closing conditions. It's particularly important for ensuring compliance with state and federal regulations while protecting both parties' interests throughout the transaction.
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1. Parties: Identifies and defines all parties to the agreement
2. Background/Recitals: Sets forth the context and purpose of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Describes the assets being sold and purchase price
5. Purchase Price and Payment Terms: Details the consideration and payment structure
6. Closing: Specifies closing date, deliverables, and mechanics
7. Representations and Warranties: States facts and assurances from both parties
8. Covenants: Lists ongoing obligations of the parties
9. Indemnification: Details how parties will protect each other from losses
10. General Provisions: Standard legal provisions including governing law, notices, etc.
1. Employee Matters: Required if employees are being transferred as part of the transaction
2. Transition Services: Outlines post-closing services to be provided by seller to ensure business continuity
3. Environmental Matters: Environmental representations and obligations for transactions involving real property or manufacturing assets
4. Intellectual Property: Special provisions governing the transfer of intellectual property assets
1. Asset Schedule: Detailed list of assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from sale
3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer
4. Excluded Liabilities Schedule: List of liabilities specifically excluded from assumption
5. Material Contracts Schedule: List of key contracts being transferred
6. Intellectual Property Schedule: List of IP assets being transferred
7. Real Property Schedule: Details of real estate assets included
8. Employee Schedule: List of transferring employees and terms
9. Form of Bill of Sale: Template for transferring title to personal property
10. Form of Assignment and Assumption Agreement: Template for transferring contracts and obligations
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