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What Is an Asset Purchase Agreement?
An asset purchase agreement, also known as an asset sale agreement, business purchase agreement, or APA, is a written legal instrument that formalizes the purchase of a business or significant business asset. It details the structure of the deal, price, limitations, and warranties.
Due to the legal and financial implications associated with an asset purchase agreement, hire corporate lawyers to help you draft this critical document, or negotiate your deal. They will ensure that your agreement is fair and enforceable under the law.
What Is an Asset Purchase Deal?
An asset purchase is when a buyer agrees to purchase certain assets - and sometimes liabilities - from a company. While a buyer in an asset purchase is typically more focused on the assets they are buying, they can also acquire the liabilities of the business in some circumstances. Because of this, the buyer inherits the benefits and risks associated with the acquired assets or business.
Asset purchases can include the buying of:
- Licenses
- Intellectual property
- Equipment
- Machinery
- Properties
- Businesses
- And more
Upon completion of an asset purchase, the ownership is transferred from the old entity to the new one. In general, there are protocols and formalities that surround asset purchases.
Asset Purchase Agreement Templates
When Would You Use an Asset Purchase Agreement?
You would use an asset purchase agreement for a variety of situations. These contracts are advantageous when buyers and sellers want flexibility over the transaction. Additionally, the APA may be a component of a more significant transaction, such as a joint venture (JV) or the sale of a business entity.
How Does an Asset Purchase Work?
When a business wishes to purchase assets from another, it notifies the selling company of its intent to buy. This notification is also known as a letter of intent. A letter of intent signifies the start point of the transaction during negotiation whereby both parties agree on a price, terms, deal structure, and other details of the transaction.
The following considerations should be included in a Letter of Intent:
- Value exchanged for the asset purchase
- Anticipated timeline for negotiations and deal structuring
- Escrow account requirements if any
- Exclusivity to the buyer
- Scope of key warranties and guarantees
- Prohibited buyer and seller activities
- Termination or modification clauses
- Other pertinent details
Your letter of intent can be however long or short it needs to be and according to parties involved. However, seek out advice from a lawyer with experience in this area to help you draft this document since it carries specific legal and financial implications. They can also help you work out your asset purchase agreement’s details when the transaction moves forward.
Parts of an Asset Purchase Agreement
Whether you wish to buy or sell an existing business or its assets, you will want to govern the transaction with an asset purchase agreement. Depending upon the details of the transaction, the length of your document will vary. However, the basic structure of an asset purchase agreement is similar regardless of the specifics.
Here are parts of an asset purchase agreement that you may want to include in your document.
1. Recitals
The opening paragraph of an asset purchase agreement includes the buyer and seller’s name and address as well as the date of signing. You should also add an acknowledgment of the agreement on behalf of both parties.
2. Definitions
Identify keywords that your document will use several times and define them. For example, rather than having to describe the terms of the sale repeatedly, you can collectively refer to it as the “Sale” uniformly throughout the APA. Definitions of specific words will help avoid confusion in the future.
3. Purchase Price and Allocation
In this provision, you should describe what the seller is selling to the buyer as well as any exclusions that apply. Detail the structure of the deal, including price, payment terms, and liabilities the buyer assumes. Since this section may be lengthy, it is not uncommon to shift long lists to an attachment.
4. Closing Terms
Closing is when the transaction is formalized. The closing terms should define what is required to complete the business or business asset’s purchase or sell, including any terms and contingencies.
5. Warranties
There are promises that both parties will likely make to each other. Warranties are the representations associated with the purchase. If the seller makes unfounded guarantees, this section is critical for the buyer to pursue legal redress.
6. Covenants
Covenants are sub-agreements under the asset purchase agreement. For instance, the seller may promise to not compete with the buyer for a specific period in a geographic location. Depending upon the transaction, the covenants will vary widely.
7. Indemnification
Indemnification protects buyers and sellers in the event of a legal dispute. It describes the financial damages that one party pays to the prevailing party and under what circumstances, including attorneys’ fees, court costs, and more.
8. Governance
There are numerous bodies of law that may apply to contracts. Your asset purchase agreement should indicate which state, country, or international laws govern your contract for legality purposes or in case a dispute arises.
9. Dated Signatures
No contract is complete without dated signatures from both parties. Ensure that you leave a dateline for each signature since the asset purchase agreement could be signed on different dates. You do not need to get the document notarized.
Your asset purchase agreement will be unique to your situation. Since these transactions tend to be complicated and work in conjunction with other existing contracts, such as partnership agreements, hire transactional lawyers to assist you in this process.
Advantages and Disadvantages of an Asset Purchase Agreement
If you are considering an asset purchase agreement to formalize the sale of a business or asset, you should consider the pros and cons before deciding to use this type of document. Review the advantages and disadvantages below.
Advantages
While there are downsides to an asset purchase agreement, there are several distinct advantages, including:
- You can define how you want the transaction to be structured
- Ownership over specified assets is only transferred, which can mitigate legal issues
- You avoid problems with minority shareholders
- Assets can be sold at fair market value (FMV)
The advantages of an asset purchase agreement are critical for some businesses. Ultimately, the most significant advantage is that it provides reassurance and an understanding among the parties involved while protecting their legal rights.
Disadvantages
Although the positive aspects of an asset purchase agreement are numerous, there are a few disadvantages associated with asset purchase agreements, including:
- You will need to engage in the retitling process, which can be costly
- Employment contracts may need review and renewal
- Specific permits and licenses may not transfer to the buyer without reapplication
- Assets sold well below FMV may result in insufficient capital for the seller
The decision to use an asset purchase agreement vs. other legal instruments, such as a stock purchase agreement, should be made in conjunction with a legal professional with experience in this area. Otherwise, you could make legal mistakes that affect you later on.
Who Drafts an Asset Purchase Agreement?
Corporate lawyers are the legal professionals who are best-suited to draft an asset purchase agreement. When licensed to practice in your state, they can offer legal advice, help, and guidance with regard to making decisions, structuring agreements, and protecting your legal rights during the transaction.
Ensure that you speak with corporate lawyers as early on in the process as possible. They can do an intake of your objectives, provide recommendations, and draft all documents that are in accordance with local, state, and federal contract laws.
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What Needs to Happen Before an Asset Purchase Closing?
The conditions for a transaction’s completion vary according to the terms. However, those terms typically include conditions, such as payment, approval, and any necessary changes or repairs before the sale. Determine whether you require closing price adjustments as well.
You can engage in these adjustments in response to changes in interest rates, balance sheet differences, working capital, amortization, and the value of net assets. Decide who’s in charge of taxation and how they will classify the transaction. Take care of as many of the legal and financial aspects as possible.
Asset Purchase Agreement Sample
ASSET PURCHASE AND SALES AGREEMENT
THIS AGREEMENT (the “Agreement”) is made effective this [DATE] by and between [SELLER], (the “Seller”) and [BUYER] (the “Buyer”), referred to collectively as “the Parties.”
The Parties have reached an agreement regarding the Buyer’s purchase of the [ASSET]. The Parties agree as follows:
- Seller. [SELLER], an individual residing in [STATE] with the following address:
_______________________________
_______________________________
_______________________________
- Buyer. [BUYER], is individual residing in [STATE] with the following address:
_______________________________
_______________________________
_______________________________
- Purchase and Sale. Subject to the terms, covenants, and conditions contained in this Agreement, and based on the Seller’s representations and warranties contained herein, on the Closing Date (as defined below), the Seller shall sell, transfer, convey, assign, and deliver to Buyer, and the Buyer shall purchase, acquire, and accept from the Seller:
[ASSET] including, without limitation, all of the assets listed on Exhibit A attached and incorporated by reference (collectively, the “Purchased Assets”), all as the same shall exist at 12:01 A.M. on the Closing Date.
- Consideration. The total purchase price (the “Purchase Price”) for the Purchased Assets shall be [PURCHASE PRICE]. Buyer will deliver the Purchase Price, to [ESCROW] prior to the Closing Date.
CLOSING
- Closing. The closing (the “Closing”) within [CLOSING DAYS] days of the Effective Date of this Agreement (the “Closing Date”), or at such other time as the Parties may agree upon in writing, whereupon the documents, instruments, and other items referred to herein will be delivered by the Parties.
- Contingency. The Buyer’s obligations to close shall be contingent upon:
- Seller’s ability to deliver, at the Closing, clean title to the Purchased Assets and all of the documents and instruments described herein, in accordance with the terms and conditions contained herein;
- Seller’s representations and warranties contained herein being complete, true, and accurate as of the Closing Date;
- Satisfaction of all Due Diligence by Buyer. Such Due Diligence will include Buyer’s opportunity to review the business, properties, affairs, prospects, books, and records related to the Purchased Assets, and to obtain information that it deems relevant from the management, bankers, lawyers, accountants, and other consultants of Seller. Buyer and their representatives shall also have full access to all personnel, computers, books, and records related to the Purchased Assets, and Seller shall furnish to Buyer such financial and other data and information as is requested for the completion of the Buyer’s investigation of the Purchased Assets. In the event the transactions herein contemplated do not take place, Buyer agrees to keep confidential and not to use for any purpose any proprietary confidential information provided to Buyer by Seller, excluding any information which is otherwise known by or becomes known to Buyer outside of its due diligence investigation of the Purchased Assets, or is made public.
- Deliveries by Buyers. Buyer shall: a. Instruct the escrow agent to disburse the funds held in escrow to Seller; and b. Such other documents, instruments, and items as shall be reasonably required to consummate the transactions contemplated herein, consistent with the terms of this Agreement.
- Deliveries by Seller. At Closing, Seller shall deliver to Buyer the following: a. All logins, documents, instruments, and transfer paperwork necessary to transfer the Purchased Assets; and b. Such other documents, instruments, and things as shall be reasonably requested by Buyer consistent with the terms of this Agreement.
- Migration Process. At Closing, Seller shall begin the process to transfer possession of the Assets to Buyer (the “Migration Process”). Seller shall use all commercially reasonable best efforts to complete the Migration Process as quickly as possible. From the Closing, and throughout the Migration Process, Seller shall: (a) maintain the Purchased Assets in the ordinary course, consistent with past practice, and not take any action outside of normal business practices without Buyer’s prior written consent; and (b) maintain the Purchased 3 Assets in good working condition and up-to-date (including but not limited to maintaining third-party links, marketing, advertising, and referral sources).
- Performance of Transition Services. For a period of [MONTHS] months following the Closing, Seller agrees to provide such services as may be necessary to transition the Purchased Assets to Buyer. Such services may include, but are not be limited to (a) communicating with customers regarding the transition; (b) answering questions and queries from Buyer regarding the Purchased Assets; (c) forwarding correspondence, telephone calls, and payment, if any, received in connection with the Purchased Assets to Buyers; (d) assisting with vendors; (e) assisting with any questions concerning the Purchased Assets; and (f) such other services as reasonably requested by Buyer from time to time during the Transition Period. Consideration for such services rendered by Seller during the Transition Period is included as part of the Purchase Price.
REPRESENTATIONS AND WARRANTIES OF SELLER
As an inducement to Buyer to enter into and perform this Agreement, Seller represents and warrants to Buyer as follows:
- Authorization. Seller has full power and authority to enter into this Agreement, all exhibits and schedules hereto, and all agreements contemplated herein (this Agreement and all such exhibits, schedules, and other agreements are collectively referred to herein as the “Acquisition Documents”) to perform his obligations hereunder and thereunder, to transfer the Purchased Assets, and to carry out the transactions contemplated. The Seller has taken all actions required by law or otherwise to authorize the performance of Seller’s obligations hereunder. This Agreement has been duly executed and delivered by Seller, and upon the execution and delivery of the remaining Acquisition Documents, the remaining Acquisition Documents will have been duly executed and delivered by Seller, and this Agreement and the other Acquisition Documents will be the legal, valid, and binding obligations of Seller enforceable according to their terms.
- Title. Seller owns and has good and marketable title to the Purchased Assets, free and clear of all liens, encumbrances, or restrictions (e.g., restrictions on transfers or otherwise). The Acquisition Documents are sufficient to transfer to Buyer all of Seller’s right, title, and interest in and to the Purchased Assets, free and clear of any liens and encumbrances (except as expressly permitted herein).
- Financial Records. Seller has delivered to Buyer true and complete copies of Seller’s financial records relating to the Purchased Assets and the operation of the Purchased Assets for year [YEAR] through the Effective Date; and such financial records are true and correct in all respects and fairly represent Seller’s actual revenues and expenses associated with the operation of the Purchased Assets.
- Litigation. There are no actions, claims, proceedings, or investigations (“Actions”), including, without limitation, Actions for personal injuries, products liability, or breach of warranty arising from the operation of the Purchased Assets, whether pending or threatened against Seller or any properties or rights of Seller, or the transactions contemplated by this Agreement or any other Acquisition Document before any court, arbitrator, or administrative or governmental body. No state of facts exists or has existed that would constitute grounds for the institution of any Action against Seller or against any properties or rights of Seller or the transactions contemplated by this Agreement or any other Acquisition Document. Seller is not subject to any judgment, order, or decree entered in any lawsuit or proceeding that has materially adversely affected the transactions contemplated by this Agreement.
- Insurance. Seller has maintained in full force and effect policies of insurance owned or held by or for the benefit of Seller related to the Purchased Assets, including general liability insurance related to the Purchased Assets (collectively, the “Insurance Policies”). All such Insurance Policies are and will remain in full force and effect through the Closing Date, and there is no notice of or basis for any modification, suspension, termination, or cancellation of any Insurance Policy.
- Compliance with Laws. Seller has not been charged with any violation of, and is not in violation of, and is not under any investigation with respect to any charge concerning any 6 violation of, any federal, state, local, or foreign law, statute, ordinance, rule, regulation, or court or administrative order or process, or arbitrator’s award or process (collectively, “Requirements of Law”), in which such violation either singly or in the aggregate with other violations would have a material adverse effect upon the Purchased Assets. Seller is not in default with respect to any order, writ, injunction, or decree of any court, agency, or instrumentality.
- Disclosure. Seller has disclosed to Buyer all information concerning the Purchased Assets and has not failed to disclose any information known to Seller concerning the Purchased Assets which, if known to a reasonable purchaser, would materially affect or alter the decisions of such purchaser with respect to the transactions contemplated herein. No representation or warranty by Seller in this Agreement or any of the other Acquisition Documents contains or will contain any untrue statement of any material fact, or omits or will omit to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Seller that materially adversely affects, or that might in the future materially adversely affect, the Buyer’s use of the Purchased Assets, that has not been set forth in this Agreement or the schedules hereto.
- Brokerage. Seller shall be solely responsible for and shall pay from funds held by www.escrow.com a “success fee” to flippa.com pursuant to the terms of a separate agreement. Seller represents and warrants that except as provided in the preceding sentence, no broker or finder has acted directly or indirectly for Seller in connection with this Agreement or the transactions contemplated.
- Indemnification; Post-Closing Obligations.
- The Seller shall hold harmless, indemnify, and defend the Buyer and their successors and assigns, against any and all claims, losses, damages, liabilities, and expenses (including, without limitation, settlement costs and legal, accounting, and other expenses in connection therewith) (collectively, the “Damages”) incurred by Buyer and their successors and assigns in connection with any breach of any representation, warranty, or covenant made by the Sellers.
- The Buyer shall hold harmless, indemnify, and defend the Seller and their successors and assigns, against any and all claims, losses, damages, liabilities, and expenses (including, without limitation, settlement costs and legal, accounting, and other expenses in connection therewith) (collectively, the “Damages”) incurred by Seller and their successors and assigns in connection with any breach of any representation, warranty, or covenant made by the Buyer herein.
- All representations, warranties, covenants, and agreements contained herein and all related rights to indemnification shall survive the Closing until the applicable statute of limitations.
- Entire Agreement. This Agreement, together with the Exhibits, constitutes the entire agreement between Buyer and Seller with respect to the subject matter hereof and may be altered, amended, or repealed only by a duly executed written agreement.
- Severability. If any part of this Agreement shall be held to be unenforceable for any reason, the remainder of the Agreement shall continue in full force and effect.
- Controlling Law. This Agreement shall be governed and enforced in all respects by the laws of the State of [STATE].
IN WITNESS WHEREOF, the parties have executed this Agreement this [DATE].
SELLER: ________________
BUYER: ________________
Seek Professional Advice from a Lawyer
For large transactions, it is always recommended to seek advice from a legal professional to make sure you are protected. Corporate lawyers routinely work on Asset Purchases with their clients, and it is recommended getting in touch to discuss your project.
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Meet some of our Asset Purchase Agreement Lawyers
Alen A.
Alen Aydinian is a seasoned real estate attorney with a wealth of experience in handling transactional matters, real estate transactions, and lease agreements. As a licensed real estate broker, Alen Aydinian brings a unique perspective to the table, allowing clients to benefit from both legal expertise and practical industry knowledge. He is a trusted advisor in the realm of real estate transactions and lease agreements. Whether representing buyers, sellers, landlords, or tenants, Alen Aydinian is committed to providing strategic counsel and dedicated advocacy every step of the way. Clients rely on him for sound legal guidance, proactive problem-solving, and unwavering support throughout the transaction process.
Donya G.
I am a licensed and active NY and CT Contracts Attorney, with over 20 years of diverse legal and business experience. I specialize in reviewing, drafting and negotiating commercial agreements. My practice focuses on working with small business clients as well as clients from international brokerage firms on acquisitions, especially in the Ecommerce space; drafting, negotiating, reviewing and advising on business agreements; ; breach of contract issues, contract disputes and arbitration. I am licensed to practice in New York and Connecticut, and am a FINRA and NCDS Arbitrator. My experience includes serving as General Counsel to small businesses. This entails reviewing, updating and drafting contracts such as employments agreements, asset purchase agreements, master services agreements, operating agreements and a variety of business and commercial contracts. Additionally, I assist clients with business strategies, contract disputes and arbitration. My diverse experience allows me to give my clients a well-rounded approach to the issues they face. I have been at top AML law firms; a Vice President at an Investment Bank, a Civil Court Arbitrator presiding over cases in contract law, commercial law, a Hearing Officer, presiding over cases and rendering written decisions, and a Judicial Clerk to a Civil Court Judge. It would be a privilege to assist you and your business with my services.
Jason H.
Jason has been providing legal insight and business expertise since 2001. He is admitted to both the Virginia Bar and the Texas State Bar, and also proud of his membership to the Fellowship of Ministers and Churches. Having served many people, companies and organizations with legal and business needs, his peers and clients know him to be a high-performing and skilled attorney who genuinely cares about his clients. In addition to being a trusted legal advisor, he is a keen business advisor for executive leadership and senior leadership teams on corporate legal and regulatory matters. His personal mission is to take a genuine interest in his clients, and serve as a primary resource to them.
Jared F.
Jared Fields is an experienced business lawyer and litigator with experience in diverse industries and practice areas. Prior to launching his own practice, he served as the chief legal officer for a group of privately-owned companies, including a real estate development group, construction companies, multiple franchisees, and a professional soccer team. As a result, he is experienced in real estate transactions, commercial agreements of varying degrees of sophistication, employment matters, and litigation, as well as general business legal advice. He was also an in-house attorney for a renewable energy company, where he was responsible for litigation, investigations, enforcement actions, and related securities filing disclosures. Mr. Fields also spent many years as a litigator in private practice, representing clients in matters ranging from securities litigation, to breach of contract, to cases involving real estate and financial services. Mr. Fields has particular experience in legal matters that may involve complex financial, accounting, valuation, and other quantitative issues.
March 6, 2024
Samuel S.
Born in Cleveland, Ohio - 9/15/1974 Lived in Cleveland all my life went to college at Ohio Wesleyan University - graduated in 1996 went to law school at Cleveland Marshall College of Law - graduated in 2001 passed the OH bar exam in 2003 worked at the OH Atty General's office, at cuyahoga county prosecutor office and as a solo practitioner
March 14, 2024
Davy K.
I am a Swiss-American lawyer based in Florida and specialize in business, investments, and other civil matters. I have won many cases in both state and federal litigation, and arbitration. Before litigation or arbitration, however, I like to prevent these legal disputes by ensuring my clients base their business on strong concrete contracts that will protect them even decades down the road. My clients are my top priority, which is why they get my personal cell and can reach me anytime. My firm is also established on the extremely high standards of professionalism, transparent itemized billing, fast turnaround times and more. For more information, visit: https://www.transnationalmatters.com/
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Asset Purchase Agreement
New York
What should be included in an asset purchase agreement?
I am considering buying a chain of laundry mats and have been told I would need an asset purchase agreement for the legal paperwork involved. I don't believe I want to buy the business, but am not sure. I think I would just want to buy their machines and take over their leases. If this was the case, what would I need to have in an agreement?
Donya G.
Yes, even though you dont intent to buy the entire business but only the machines and take over the leases (which may be allowed under their current lease or your would have to go directly to the landlord if it is not) you would still need an agreement that lays out what you are buying, the cost, what happens if you have a dispute and all the necessary things to protect your rights. I am a NY attorney that specializes in the purchase and sale of business and assets and can assist you with this. You can connect with me through the website at Donya Gordon. Donya Gordon
Acquisitions
Asset Purchase Agreement
Texas
Who drafts the asset purchase agreement?
I have just put my business up for sale and doing some research on what legal documents will be needed in the future.
Ramsey T.
It depends. In many cases the lawyers representing the seller draft the asset purchase agreement. This is not always the case and at least forty percent (40%) of the deals I have worked on have featured the buyer drafting the asset purchase agreement. Who drafts the agreement may often depend upon who is in a stronger position and/or who has attorneys with the bandwidth to properly support the deal, as envisioned in the relevant term sheet.
Business Contracts
Asset Purchase Agreement
California
Can I back out of an asset purchase agreement?
I recently entered into an asset purchase agreement with another party to purchase a piece of equipment. Since then, I have had second thoughts about the agreement and now want to back out. I am concerned about the legal implications of this decision and want to understand what my options are.
Sarah S.
The ability to terminate a contract largely hinges on the language within the contract you've entered into. It's advisable to seek legal counsel and have an attorney thoroughly examine your contract. In addition, there are legal doctrines in common law, such as impossibility or impracticality of performance, which might provide grounds for contract termination under certain circumstances. It's essential to consult with a legal expert to assess the specifics of your situation and explore any potential defenses or options available to you.
Business
Asset Purchase Agreement
Illinois
How is payment structured in an asset purchase agreement?
I am looking to purchase a business and am currently in the process of negotiating an asset purchase agreement. I would like to understand how the payment is structured in this agreement so that I can make sure that I am getting the best deal possible. I am looking for guidance on how to structure the payment in the agreement so that I am protected and can get the best outcome for my business.
Talin H.
Congratulations on purchasing a business. Payment by the buyer in an asset purchase agreement can take many forms, or a combination of forms. The simplest is 1) a lump-sum, in which the total purchase price for the business is paid upfront, or 2) installment payments, in which the purchase price is divided into multiple installments over a specified period. It is a good idea to implement some conditional provisions for payment, which provides more protection for the buyer. Options include 3) an earn-out provision, which is used when the final purchase price is contingent on the future performance of the acquired assets or business. The seller may receive additional payments if certain financial targets or milestones are achieved post-acquisition; 4)contingent payments, in which you agree on a lower base purchase price, and additional payments by buyer are made only when triggered by specific events or outcomes, such as new acquisitions or product milestones. Regardless of model used, in most cases I recommend 5) escrow, in which the buyer place a portion of the purchase price in an escrow account for a certain period of time, say 12 months, in order to cover indemnification claims and disputes that arise after acquisition, that were not disclosed or unforeseen during the due diligence process. It is crucial to have the advice of an attorney you can trust through the asset purchase process. Please contact my firm if I may be of service. www.hitiklaw.com
Acquisitions
Asset Purchase Agreement
Texas
What is the difference between an asset purchase agreement and business purchase agreement?
I am selling my e-commerce store and want to know which one of these I need.
Forest H.
Just like the name suggests, an asset purchase agreement is just that – an agreement to purchase existing assets. This would be the appropriate document to use if you are buying or selling some or all of the assets of a business but not the business itself. For example, if you own a yard service company and you are interested in buying all of the mowers, trucks, and equipment of another yard service business. An asset purchase agreement would give a defined list of the equipment you are purchasing. If you were interested in buying the whole business, including existing contracts, assuming the debt, and retaining the other business’s employees and perhaps even their name, you would want a business purchase agreement.
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Asset Purchase Agreement
Location: Indiana
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Buying an existing home care franchise company
Location: Massachusetts
Turnaround: Over a week
Service: Drafting
Doc Type: Asset Purchase Agreement
Number of Bids: 5
Bid Range: $1,950 - $5,500
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