Asset Purchase Agreement
ARTICLE I
DEFINITIONS AND CONSTRUCTION
-
The specifics on how individual words, phrases, and terms are being used throughout the Purchase Agreement.
Read More on Definitions →
-
A series of rules that you should keep in mind when reading the Purchase Agreement that give you guidance on how you need to interpret provisions in the agreement.
Read More on Reference and Construction →
ARTICLE II
PURCHASE, SALE, CONTRIBUTION, AND ACCEPTANCE OF ASSETS
-
The detailed identification of what is being bought and sold.
-
All the things that aren’t included in the deal. Spoiler, “If it wasn’t included in the purchased assets…” doesn’t cut it.
-
An outline of what liabilities the Buyer is responsible for (e.g., ongoing performance liabilities) after close.
-
An outline of what liabilities (i.e., historical liabilities) the Seller will retain after closing.
-
ARTICLE III
Purchase Price; Closing
-
When, where, and how the Closing is happening (note, though, that Closing may not be the actual end of the road).
Read More on the Closing →
-
The forms of payment.
Read more on Consideration →
-
The list of thing the Buyer and the Seller will provide at Closing.
-
The agreed upon process for calculating and delivering a working capital adjustment to true the value of the business to what is actually bought and sold.
Read More on Post-Closing Adjustments →
-
-
ARTICLE IV
Representations and Warranties of the Seller
-
When, where, and how the Closing is happening (note, though, that Closing may not be the actual end of the road).
Read More on the Closing →
-
The forms of payment.
Read more on Consideration →
-
The list of thing the Buyer and the Seller will provide at Closing.
-
The agreed upon process for calculating and delivering a working capital adjustment to true the value of the business to what is actually bought and sold.
Read More on Post-Closing Adjustments →
-
-