Asset Purchase Agreement Form for the United States

Asset Purchase Agreement Form Template for United States

An Asset Purchase Agreement Form is a legal document used in the United States to facilitate the transfer of business assets from a seller to a buyer. This comprehensive agreement outlines the terms and conditions of the sale, including the assets being transferred, purchase price, payment terms, representations and warranties, and post-closing obligations. It is governed by both federal and state laws, including the Uniform Commercial Code, and may require regulatory approvals depending on the nature and value of assets being transferred.

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What is a Asset Purchase Agreement Form?

The Asset Purchase Agreement Form is essential for structuring and documenting asset acquisitions in the United States. It is used when a buyer wishes to purchase specific assets of a business rather than acquiring the entire corporate entity. This agreement typically includes detailed descriptions of the assets being sold, purchase price, payment mechanisms, representations and warranties, and various conditions that must be met before closing. The document must comply with federal and state regulations, including securities laws, antitrust regulations, and industry-specific requirements. It's particularly important for ensuring clear title transfer and managing liability allocation between parties.

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

1. Parties: Identifies all parties to the agreement, including legal names and addresses

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 of Assets: Details the assets being purchased and excluded assets

5. Purchase Price and Payment Terms: Specifies consideration, payment method, and timing

6. Closing: Describes closing conditions, timing, and deliverables

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties

9. Indemnification: Protection against losses and liability allocation

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

1. Employee Matters: Terms regarding transfer of employees - used when employees are part of the asset transfer

2. Transition Services: Post-closing support services - used when seller will provide temporary support after closing

3. Environmental Matters: Environmental compliance and liability - used when real property or environmental risks are involved

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

1. Asset Schedule: Detailed list of assets being purchased

2. Excluded Assets Schedule: List of assets explicitly excluded from the sale

3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

4. Material Contracts Schedule: List of key contracts being transferred

5. Intellectual Property Schedule: List of IP assets being transferred

6. Real Property Schedule: Details of any real property assets

7. Employee Schedule: List of transferring employees and terms

8. Required Consents: List of third-party consents needed

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

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing
Real Estate
Technology
Healthcare
Retail

Relevant Teams

Legal
Finance
Operations
Corporate Development
Tax
Compliance

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Manager

Industries

Securities Exchange Act: Federal law governing securities transactions, requiring compliance if the assets being purchased include securities

Hart-Scott-Rodino Act: Antitrust legislation requiring pre-merger notifications for transactions exceeding certain thresholds

Internal Revenue Code: Federal tax regulations governing the tax implications and structure of asset purchases

Bulk Sales Laws: UCC Article 6 provisions protecting creditors in bulk transfers of business assets

Federal Trade Commission Act: Federal law governing fair competition and consumer protection in business transactions

WARN Act: Federal law requiring advance notification of significant employment changes in qualifying business transactions

State Corporate Laws: State-specific regulations governing corporate transactions and entity operations

State Contract Laws: State-specific requirements for contract formation, enforcement, and interpretation

State UCC: State-adopted Uniform Commercial Code governing commercial transactions

State Tax Laws: State-specific tax regulations affecting asset transfers and business transactions

State Employment Laws: State-specific requirements regarding employee rights and obligations in business transfers

Environmental Regulations: Federal and state environmental compliance requirements for asset transfers, particularly involving real property or industrial assets

Healthcare Regulations: Specific requirements for healthcare asset transfers, including HIPAA and state healthcare regulations

Financial Services Regulations: Special requirements for transfers of financial services assets or businesses

Licensing Requirements: Transfer or reissuance requirements for business licenses and permits

Due Diligence Framework: Legal requirements for title searches, UCC lien searches, and other verification procedures

Corporate Governance Requirements: Internal approval requirements including shareholder and board approvals for asset transfers

Assignment and Transfer Provisions: Legal requirements governing the assignment of contracts, licenses, and permits in asset transfers

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What is a Asset Purchase Agreement Form?

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

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

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

Authors

Alex Denne

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