Asset Purchase Agreement Form for the United Kingdom

Asset Purchase Agreement Form Template for England and Wales

An Asset Purchase Agreement Form under English and Welsh law is a legally binding contract that facilitates the transfer of specific assets from one party to another. It details the assets being sold, purchase price, warranties, indemnities, and completion mechanics. The agreement is governed by various UK legislations including the Sale of Goods Act 1979 and Companies Act 2006, and provides a framework for asset transfers while protecting both parties' interests through detailed warranties and representations.

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What is a Asset Purchase Agreement Form?

The Asset Purchase Agreement Form is essential for businesses engaging in asset transfers in England and Wales. It's commonly used when a buyer wishes to acquire specific assets rather than an entire business, allowing for selective acquisition of tangible and intangible assets. The agreement covers crucial elements such as asset identification, valuation, warranties, and transfer mechanics, while ensuring compliance with relevant UK legislation. This document is particularly important as it provides clarity on what is being transferred and protects both parties' interests through detailed terms and conditions.

What sections should be included in a Asset Purchase Agreement Form?

1. Parties: Identification and details of the buyer and seller

2. Background: Context and purpose of the transaction

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including assets being sold

5. Consideration: Purchase price and payment terms

6. Completion: Timing and mechanics of closing

7. Warranties: Seller's representations about the assets

8. Limitations on Claims: Restrictions on warranty claims

What sections are optional to include in a Asset Purchase Agreement Form?

1. Employee Provisions: Required if employees are transferring under TUPE regulations

2. Property Transfer Provisions: Specific terms for real estate transfer when property assets are included

3. Intellectual Property: IP transfer and protection provisions for transactions involving intellectual property assets

What schedules should be included in a Asset Purchase Agreement Form?

1. Schedule 1 - The Assets: Detailed list and description of assets being transferred

2. Schedule 2 - Warranties: Comprehensive list of seller warranties and representations

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Employees: List of transferring employees and their employment terms

5. Schedule 5 - Intellectual Property Rights: Details of all IP rights being transferred

6. Schedule 6 - Completion Obligations: List of actions and deliverables required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Industries

Sale of Goods Act 1979: Primary legislation governing the sale of tangible assets, including implied terms about title, quality, and fitness for purpose

Supply of Goods and Services Act 1982: Legislation governing the provision of services, relevant if services are included in the asset purchase

Companies Act 2006: Core company law legislation covering corporate governance requirements, share transfer provisions, and corporate authority to sell/purchase

Transfer of Undertakings (Protection of Employment) Regulations 2006: Known as TUPE, protects employees' rights when business assets are transferred to a new owner

Value Added Tax Act 1994: Tax legislation governing VAT implications of asset transfers

Capital Gains Tax Legislation: Tax provisions relating to gains made on the disposal of assets

Corporation Tax Act 2010: Legislation governing corporate tax implications of asset transfers

Stamp Duty Land Tax Legislation: Tax provisions applicable when real property is included in the asset purchase

Property Law Act 1925: Fundamental property law legislation relevant when real estate is included in the asset purchase

Law of Property (Miscellaneous Provisions) Act 1989: Additional property law requirements, particularly regarding formalities for contracts involving land

Contracts (Rights of Third Parties) Act 1999: Legislation governing third party rights in contractual arrangements

Data Protection Act 2018 and UK GDPR: Data protection legislation relevant when personal data is included in transferred assets

Common Law Contract Principles: Established legal principles governing contract formation, misrepresentation, warranties, indemnities, and due diligence requirements

Intellectual Property Laws: Various IP-related legislation including Patents Act 1977, Copyright Designs and Patents Act 1988, Trade Marks Act 1994 - relevant when IP assets are included

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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