Asset Purchase Form for the United States

Asset Purchase Form Template for United States

An Asset Purchase Form is a legal document used in the United States for the transfer of specific assets from one party to another. It details the assets being purchased, purchase price, payment terms, representations and warranties, and conditions of the transfer. This document is governed by federal and state laws, including the Uniform Commercial Code, and may require additional regulatory compliance depending on the nature of assets and transaction size.

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What is a Asset Purchase Form?

The Asset Purchase Form is a crucial document used when one party wishes to acquire specific assets from another without purchasing the entire business entity. This form is commonly used in the United States for transactions ranging from simple equipment purchases to complex multi-asset acquisitions. The document typically includes detailed descriptions of assets, purchase price, payment terms, representations and warranties, and closing conditions. The Asset Purchase Form must comply with both federal and state regulations, including the Uniform Commercial Code, securities laws, and industry-specific requirements.

What sections should be included in a Asset Purchase Form?

1. Parties: Identification of buyer and seller with full legal names and addresses

2. Background/Recitals: Context of the transaction and basic premises

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Description of assets being sold and purchase price

5. Closing: Timing and mechanics of the transaction closing

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

7. Covenants: Promises to do or not do certain things

8. Indemnification: Protection against losses and liabilities

9. Governing Law: Jurisdiction and applicable law

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

1. Employee Matters: Terms related to transferred employees - used when employees are part of the transferred assets

2. Intellectual Property: Special provisions for IP assets - used when intellectual property assets are included in the purchase

3. Environmental Matters: Environmental compliance and liabilities - used when real property or manufacturing facilities are involved

4. Transition Services: Post-closing assistance from seller - used when buyer needs operational support after closing

What schedules should be included in a Asset Purchase Form?

1. Asset Schedule: Detailed list of assets being purchased

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

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

4. Excluded Liabilities Schedule: List of liabilities explicitly excluded from assumption

5. Material Contracts Schedule: List of important contracts being transferred

6. Permits and Licenses Schedule: List of transferable permits and licenses

7. Intellectual Property Schedule: Detailed list of IP assets being transferred

8. Employee Schedule: List of transferring employees and their terms

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

United States

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Industries

Securities Acts: Federal Securities Act of 1933 and Securities Exchange Act of 1934 - crucial when the assets include securities or regulated financial instruments

Hart-Scott-Rodino Act: Antitrust legislation requiring review of large transactions to prevent monopolistic practices

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

Uniform Commercial Code: Article 2 governing the sale of goods, including provisions for bulk sales and transfer of title

State Corporate Laws: State-specific regulations governing corporate transactions and asset transfers within the state's jurisdiction

State UCC Provisions: State-specific implementations of the Uniform Commercial Code, which may vary by jurisdiction

Fraudulent Transfer Laws: State laws preventing the transfer of assets to defraud creditors or avoid obligations

Environmental Regulations: Federal and state environmental laws affecting property transfers, including CERCLA and state-specific environmental requirements

Employment Laws: Federal and state labor laws affecting employee rights during asset transfers, including WARN Act considerations

Due Diligence Requirements: Legal requirements for title verification, lien searches, UCC filings, and environmental assessments

Contract Formation Rules: State-specific requirements for valid contract formation, including statute of frauds and enforceability provisions

Regulatory Compliance: Industry-specific regulations and FTC requirements that may affect the asset purchase transaction

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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