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Asset Purchase Agreement for the United States

Asset Purchase Agreement Template for United States

An Asset Purchase Agreement is a legal contract governing the sale and transfer of business assets from a seller to a buyer. Under U.S. law, this agreement details the specific assets being purchased, purchase price, payment terms, representations and warranties, and conditions for closing. It typically includes provisions for due diligence, liability allocation, and post-closing obligations. The agreement is subject to both federal and state laws, including securities regulations, antitrust laws, and industry-specific requirements.

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What is a Asset Purchase Agreement?

The Asset Purchase Agreement is a fundamental transaction document used when a business wishes to sell some or all of its assets rather than its stock or ownership interests. This agreement, governed by U.S. law, is particularly useful when buyers want to select specific assets and exclude certain liabilities, offering more flexibility than stock purchases. The document typically covers everything from the assets' purchase price and payment terms to representations and warranties, conditions precedent, and post-closing covenants. It's essential for structuring asset acquisitions across various industries and can be adapted to address specific regulatory requirements, such as Hart-Scott-Rodino antitrust review for larger transactions or industry-specific compliance matters.

What sections should be included in a Asset Purchase Agreement?

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

2. Background/Recitals: Context of the transaction and high-level description of assets being purchased

3. Definitions: Key terms used throughout the agreement including defined terms related to purchase price, closing, and material contracts

4. Purchase and Sale of Assets: Description of assets being sold and excluded assets, including the scope of the transfer

5. Purchase Price and Payment Terms: Consideration, payment method, timing, and any purchase price adjustments

6. Closing: Timing and mechanics of closing, including deliverables and conditions precedent

7. Representations and Warranties: Statements of fact and assurances from both parties regarding the assets, business, and authority to enter into the transaction

8. Covenants: Promises to do or not do certain things before and after closing

9. Indemnification: Rights and obligations regarding compensation for losses arising from breaches or other specified events

10. Termination: Circumstances under which the agreement may be terminated and the consequences

11. Miscellaneous: Standard legal provisions including governing law, notices, amendments, and entire agreement

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

1. Employee Matters: Terms relating to employee transition, benefits, and employment agreements

2. Environmental Matters: Environmental compliance, liabilities, and indemnities for real estate or manufacturing facilities

3. Intellectual Property: IP transfer provisions, licenses, and protection of intellectual property rights

4. Tax Matters: Allocation of tax liabilities and responsibilities between parties

5. Transition Services: Terms governing post-closing services provided by seller to buyer

What schedules should be included in a Asset Purchase Agreement?

1. Schedule A - Purchased Assets: Detailed list and description of all assets being purchased

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

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

4. Schedule D - Material Contracts: List of key contracts being assigned as part of the transaction

5. Schedule E - Intellectual Property: Comprehensive list of IP assets being transferred

6. Schedule F - Real Property: Details of any real estate being transferred

7. Schedule G - Employees: List of employees being transferred and their key employment terms

8. Appendix 1 - Form of Bill of Sale: Form document for transferring title to personal property

9. Appendix 2 - Form of Assignment and Assumption Agreement: Form document for transferring contracts and assuming liabilities

10. Appendix 3 - Form of Deed: Form document for transferring real property (if applicable)

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses




































Industries

Securities Exchange Act: Federal law governing securities transactions, required for consideration if the asset purchase involves any securities or publicly traded companies

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

Internal Revenue Code: Federal tax regulations affecting the structure, taxation, and reporting requirements of the asset purchase

Federal Intellectual Property Laws: Including Patent Act, Copyright Act, and Lanham Act (trademarks) - crucial when the purchased assets include intellectual property

WARN Act: Worker Adjustment and Retraining Notification Act - requires advance notification of significant employment changes in certain business transactions

ERISA: Employee Retirement Income Security Act - governs employee benefits and pension plans that may be affected by the asset purchase

COBRA: Consolidated Omnibus Budget Reconciliation Act - ensures continuation of health coverage for employees affected by the transaction

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

RCRA: Resource Conservation and Recovery Act - governs proper management and disposal of hazardous waste and materials

State Corporate Laws: State-specific regulations governing corporate transactions and business operations within the state

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

State Bulk Sales Laws: State regulations governing the sale of substantial portions of business assets to protect creditors

Uniform Commercial Code: Particularly Articles 2 (Sale of Goods) and 9 (Secured Transactions) - governing commercial transactions and security interests in personal property

Industry-Specific Regulations: Sector-specific requirements including necessary licenses, permits, and regulatory approvals (e.g., FCC, FDA) for the particular industry involved

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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