ContractsCounsel Logo
Home Blog Asset Purchase Agreement Review

Jump to Section

What Is an Asset Purchase Agreement Review?

An asset purchase agreement (APA) is a legal agreement that formalizes the purchase of assets or property. An asset purchase agreement is widespread in business when a significant business asset or collection of assets is being transferred as part of a sale.

Other details, such as warranties, limitations, and price, are also outlined in the agreement.

Here is an article with more information on an asset purchase agreement, including its purpose and structure.

See Asset Purchase Agreement Pricing by State

What Should I Look for in an Asset Purchase Agreement?

An asset purchase agreement, or asset sale agreement, should contain details about the business, buyer, seller, and assets acquired through the transaction. The details should be concise and easy to understand.

APAs must follow a formal structure to ensure they fully protect the business and cover all legally required elements for asset sale. It also ensures that the business is protected through indemnification via limitations and warranties.

Asset purchase can refer to tangible and intangible assets, including businesses, real estate, licenses, and intellectual property.

After the agreement is finalized, the ownership is transferred from the buyer to the seller. This contract is used in all types of business sales, including a new business partnership or joint venture. Using an APA in a partnership agreement establishes each owner’s rights and assets within a shared business entity.

Every asset purchase agreement should include:

  • Recitals. The opening portion of the APA outlines the buyer’s and seller’s names and the names of their businesses, if applicable. There should also be a formal acknowledgment of the agreement to sell and transfer ownership of assets from both parties. Their signatures at the bottom of the contract will affirm this acknowledgment and agreement to all the following terms and conditions.
  • Definitions. If important keywords are used throughout the agreement, define them at the start of the contract. This ensures that the document is buyer-friendly and establishes mutual clarity. For example, suppose you are selling multiple assets in a single agreement. In that case, you may introduce them once, then agree to refer to them as “Sale” or “Purchase” throughout the document.
  • Price and Exclusions. This portion of the APA sets the price of the assets and acknowledges the buyer’s agreement to purchase them for that price. The seller can also include exclusions to the sale deal. For example, selling a business may not involve selling its equipment or machinery, which the seller will take with them after the transaction is complete.
  • Warranties. Both parties can make promises to fulfill their part of the agreement. Failure to do so can result in legal consequences. The warranties section helps buyers and sellers avoid last-minute cancellations and incomplete transactions.
  • Covenants. A covenant agreement is a separate agreement within the APA. Typical covenants include a noncompetition agreement and a nondisclosure agreement.
  • Indemnification. An indemnification clause protects buyers and sellers from litigation in the event of a conflict that leads to a legal dispute. It can outline what course of action parties must take when seeking resolution and specify who is accountable for paying legal costs, such as attorney fees.

Here is an article with ContractsCounsel’s guide to asset purchase agreements, including how they work and what details they should always include.

Why Do I Need an Asset Purchase Agreement?

Asset purchase agreements offer legal protection and greater security when selling an owned asset. APAs help protects you or your business against liabilities while also setting clear boundaries and limitations around the nature of the deal.

If you are a buyer, an asset purchase agreement gives you legally documented proof of the assets you have been promised and any associated warranties. If you are not given what you were promised, you can use the asset purchase agreement to seek legal restitution.

Asset purchase agreements are common in many cases, such as:

  • A joint venture agreement
  • Business merges or acquisitions
  • Buying a business but not its assets (equipment, licenses, etc.)
  • Buying business assets but not the business itself
  • Purchasing assets that are of high value

Here is an article with greater detail on asset purchase agreements and essential elements.

Meet some lawyers on our platform

Leonid G.

4 projects on CC
CC verified
View Profile

Damien B.

16 projects on CC
CC verified
View Profile

Danny J.

11 projects on CC
CC verified
View Profile

Samuel R.

67 projects on CC
CC verified
View Profile

Can I Cancel an Asset Purchase Agreement?

An asset purchase agreement should contain a termination clause that allows the buyer or seller to cancel the sale of assets within a set timeframe. In addition, they may be able to automatically cancel an agreement if one party fails to fulfill their responsibilities.

However, if one party wishes to back out of the agreement, they must follow a procedure. They must first write a formal letter of intent to cancel the agreement. Then, they must follow the methods of the dispute resolution agreement outlined in the APA.

Rescission of the agreement can also occur if both parties agree to annul their former agreement. Issuing a cancellation agreement can help protect both parties if they decide to rescind their contract and cancel the asset purchase deal.

Here is an article with more information about the termination of a purchase agreement.

Who Can Review an Asset Purchase Agreement?

An asset purchase agreement lawyer can review your document before signature. Your attorney can perform a comprehensive contract review that ensures the document covers all of the most critical elements and outlines a fair and thorough acquisition.

Asset purchase agreements are often complex and contain many exclusions, limitations, and warranties. Whether you are a buyer or seller, a lawyer can protect your best interests and ensure you get the fairest deal.

According to ContractsCounsel’s marketplace, the average asset purchase agreement cost is $815.33. This figure is calculated based on lawyers’ rates throughout the United States.

Here is an article where you can read more about asset purchase agreement costs and work with an attorney.

Is An Asset Purchase Agreement Legally Binding?

Upon signing, an asset purchase agreement is legally binding. Still, there may be circumstances where even a signed document is not legally valid.

For example, white space contracts are automatically deemed incomplete and legally non-compliant.

Suppose the asset purchase agreement lacks important details, like dates, governing law, and purchase price. In that case, it is also not considered a legal agreement.

As long as a document has everything in place, it is a formal contract between the buyer and seller upon signature. After signing the purchase agreement, you must fulfill your responsibilities and perform any duties outlined in the document.

Here is an article with more information on when to use an asset purchase agreement.

Post a project in ContractsCounsel’s marketplace to receive flat fee bids from lawyers for your project. All lawyers have been vetted by our team and peer-reviewed by our customers for you to explore before hiring.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Need help with an Asset Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 11,053 reviews

Meet some of our Lawyers

Michael B. on ContractsCounsel
View Michael
4.8 (14)
Member Since:
October 30, 2020

Michael B.

Attorney
Free Consultation
Illinois
14 Yrs Experience
Licensed in IL, MN, WI
University of the Pacific

Michael has extensive experience advising companies from start-ups to established publicly-traded companies . He has represented businesses in a wide array of fields IT consulting, software solutions, web design/ development, financial services, SaaS, data storage, and others. Areas of expertise include contract drafting and negotiation, terms of use, business structuring and funding, company and employee policies, general transactional issues as well as licensing and regulatory compliance. His prior experience before entering private practice includes negotiating sales contracts for a Fortune 500 healthcare company, as well as regulatory compliance contracts for a publicly traded dental manufacturer. Mr. Brennan firmly believes that every business deserves a lawyer that is both responsive and dependable, and he strives to provide that type of service to every client.

Rishma E. on ContractsCounsel
View Rishma
5.0 (1)
Member Since:
October 1, 2020

Rishma E.

Attorney-at-Law
Free Consultation
Miramar, FL
10 Yrs Experience
Licensed in FL
St. Thomas University School of Law

Rishma D. Eckert, Esq. is a business law attorney who primarily represents domestic and international companies and entrepreneurs. A native of both Belize and Guyana, she remains engaged with the Caribbean community in South Florida: as a Board Member and General Counsel for the Belize American Chamber of Commerce of Florida, and Member of the Guyanese American Chamber of Commerce. She holds a Bachelor of Laws degree (LL.B.) from the University of Guyana in South America, a Master’s degree in International and Comparative Law (LL.M.) from Stetson University College of Law in Gulfport, Florida, and earned a Juris Doctor degree (J.D.) from St. Thomas University School of Law in Miami, Florida. Licensed to practice in the State of Florida and the Federal Court in the Southern District of Florida, Mrs. Eckert focuses her passion and practice on domestic and international corporate structuring and incorporation, corporate governance, contract negotiation and drafting, and trademark and copyright registrations.

Lawrence S. on ContractsCounsel
View Lawrence
5.0 (15)
Member Since:
July 20, 2020

Lawrence S.

Attorney/Mediator/Arbitrator
Free Consultation
Miami/Coral Gables, FL
43 Yrs Experience
Licensed in FL
University of Miami

Lawrence A. “Larry” Saichek is an AV rated attorney and a CPA focusing on business and real estate transactions, corporate law and alternative dispute resolution. With a background including five years of public accounting and six years as “in house” counsel to a national real estate investment company, Larry brings a unique perspective to his clients – as attorney, accountant and businessman. Many clients think of Larry as their outside “in house” counsel and a valued member of their team. Larry is also a Florida Supreme Court Certified Mediator and a qualified arbitrator with over 25 years of ADR experience.

Anjali S. on ContractsCounsel
View Anjali
5.0 (1)
Member Since:
July 15, 2020

Anjali S.

Counsel
Free Consultation
Orlando, FL
13 Yrs Experience
Licensed in CA, FL, NY
NYU School of Law

CA, NY, and FL licensed attorney with nearly a decade of experience in intellectual property, data privacy, commercial contracts, and employment. I also have both the CIPP/US and CIPP/E privacy credentials. Basically, everything your business needs!

Christopher R. on ContractsCounsel
View Christopher
5.0 (1)
Member Since:
December 7, 2021
David C. on ContractsCounsel
View David
Member Since:
July 15, 2020

David C.

Law Firm Principal
Free Consultation
Miami, FL
43 Yrs Experience
Licensed in FL, NJ
University of Florida, Levin College of Law

David H. Charlip, the principal of Charlip Law Group, LC, is one of only 101 Board Certified Civil Trial Lawyers in Miami-Dade, with over 40 years of litigation experience. Mr. Charlip is also one of only 136 Florida Civil Law Notaries. He is also a Florida Supreme Court Certified Circuit Civil Mediator and a Florida Supreme Court Approved Arbitrator. He has managed and litigated cases across the country. Mr. Charlip has advised businesses, drafted business formation and purchase and sale documents and litigated business disputes for over 40 years and is very familiar with all aspects of contractual relations.

Lourdes H. on ContractsCounsel
View Lourdes
Member Since:
July 15, 2020

Lourdes H.

Attorney
Free Consultation
Miami, FL
20 Yrs Experience
Licensed in FL, NJ
University of Miami, J.D.

With 19 years of experience in the area of estate planning, trademarks, copyrights and contracts, I am currently licensed in Florida and NJ. My expertise includes: counseling clients on intellectual property availability, use and registration; oversee all procedural details of registration and responses with the USPTO/US Copyright Office; negotiate, draft and review corporate contracts and licensing; counsel clients on personal protection, planning and drafting comprehensive estate plans.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with an Asset Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 11,053 reviews
CONTRACT LAWYERS BY TOP CITIES
See All Corporate Lawyers
ASSET PURCHASE AGREEMENT REVIEW LAWYERS BY CITY
See All Asset Purchase Agreement Review Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Need help with an Asset Purchase Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 11,053 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city