Seller Friendly Asset Purchase Agreement for the United States

Seller Friendly Asset Purchase Agreement Template for United States

A comprehensive legal agreement governed by U.S. law that facilitates the transfer of specific assets from a seller to a buyer. This agreement is drafted with terms favorable to the seller, including strong representations and warranties from the buyer, limited indemnification obligations for the seller, and provisions that maximize the seller's protection in the transaction. The document typically includes detailed schedules of assets, specific performance requirements, and clear payment terms.

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What is a Seller Friendly Asset Purchase Agreement?

The Seller Friendly Asset Purchase Agreement is designed for use in U.S. business transactions where a seller wishes to transfer specific assets while maintaining maximum legal and financial protection. This document is particularly useful when the seller has a strong negotiating position or when the assets being sold are highly valuable or unique. The agreement includes comprehensive provisions covering asset identification, purchase price, payment terms, representations and warranties, and risk allocation, all structured to favor the seller's interests. It's commonly used in corporate divestitures, business unit sales, and strategic exits.

What sections should be included in a Seller Friendly Asset Purchase Agreement?

1. Parties: Identification of buyer and seller, including legal entities and addresses

2. Background/Recitals: Context of the transaction and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

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

5. Purchase Price and Payment Terms: Price, payment method, and timing of payments

6. Closing: Closing date, deliverables, and procedures

7. Seller's Representations and Warranties: Statements of fact and assurances about the assets and business

8. Buyer's Representations and Warranties: Statements regarding buyer's authority and ability to complete transaction

9. Covenants: Promises of future conduct by parties

10. Indemnification: Protection against losses and liability allocation

11. General Provisions: Miscellaneous legal provisions including governing law, notices, etc.

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

1. Employee Matters: Terms regarding transfer of employees - used when employees are being transferred as part of the transaction

2. Transition Services: Post-closing assistance provided by seller - used when seller agrees to provide temporary support after closing

3. Environmental Matters: Environmental compliance and liability provisions - used when real estate or manufacturing facilities are involved

4. Intellectual Property: Special provisions for IP transfer and licensing - used when significant IP assets are involved

5. Tax Matters: Special tax considerations and allocations - used when complex tax implications exist

What schedules should be included in a Seller Friendly Asset Purchase Agreement?

1. Schedule of Purchased Assets: Detailed list of assets being transferred

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

3. Schedule of Assumed Liabilities: List of liabilities buyer will assume

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

5. Disclosure Schedules: Exceptions to representations and warranties

6. Bill of Sale: Form document transferring title to personal property

7. Assignment and Assumption Agreement: Transfer of contracts and assumption of liabilities

8. Deed: Transfer document for real property (when real estate is included)

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
Technology
Real Estate
Retail
Healthcare

Relevant Teams

Legal
Finance
Corporate Development
Operations
Tax

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Business Development Director
Corporate Development Manager

Industries

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - Must be considered if the assets include securities, governing registration and disclosure requirements

Hart-Scott-Rodino Act: Antitrust legislation requiring advance notification of large acquisitions to federal authorities, applicable when transaction meets certain size thresholds

Internal Revenue Code: Federal tax laws governing the tax implications and treatment of asset sales, including recognition of gains and losses

UCC Article 2: Uniform Commercial Code provisions governing the sale of goods, providing framework for commercial transactions

Federal IP Laws: Patent Act, Copyright Act, and Lanham Act (trademarks) - Critical when intellectual property assets are part of the purchase

WARN Act: Worker Adjustment and Retraining Notification Act requiring advance notice of significant employment losses

ERISA: Employee Retirement Income Security Act governing employee benefit plans and their transfer in asset sales

COBRA: Consolidated Omnibus Budget Reconciliation Act ensuring continuation of health coverage for employees

CERCLA: Comprehensive Environmental Response, Compensation, and Liability Act governing environmental liabilities and cleanup responsibilities

RCRA: Resource Conservation and Recovery Act regulating hazardous waste management and disposal

State UCC Provisions: State-specific variations of the Uniform Commercial Code that may affect asset transfers

State Corporate Laws: State-specific regulations governing corporate transactions and asset transfers

State Bulk Sales Laws: State laws governing the sale of all or substantially all of a business's assets, where still applicable

State Environmental Laws: State-specific environmental regulations that may impose additional obligations or restrictions

Data Privacy Laws: Federal and state regulations governing the transfer and protection of customer data and personal information

Industry-Specific Regulations: Specialized rules and requirements that apply to particular industries or business sectors

Foreign Investment Laws: Regulations governing foreign investment in U.S. assets, including CFIUS requirements if applicable

Local Zoning Laws: Municipal and local regulations affecting real estate assets and their permitted uses

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What is a Seller Friendly Asset Purchase Agreement?

What sections should be included in a Seller Friendly Asset Purchase Agreement?

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

What schedules should be included in a Seller Friendly Asset Purchase Agreement?

Authors

Alex Denne

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