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An Asset Sale and Purchase Agreement is an agreement between a vendor and a purchaser regulating the terms and conditions of the sale and purchase of a company's assets.
The contents of an Asset purchase agreement includes the description of the assets, purchase price, condition precedents to the completion of the transaction, the closing date, obligations of the parties upon completion, covenants of the parties to the agreement, etc. The agreement also includes schedules for s detailed description of the assets and the covenants of the parties.
This document is usually executed in cases of mergers and acquisitions where an acquiring company either acquires the company's assets and/or shares or in cases where the purchaser wishes to acquire the assets of a company to expand their own business.
Most mergers and acquisitions can be structured as either share sale or asset sale and purchase. The Asset Sale and Purchase Agreement differs from a Share Sale and Purchase Agreement because in the case of the share sale, the purchaser or investor receives all the assets and liabilities of the company while the purchaser in an asset sale is given an option to decide which assets and liabilities to acquire.
How to use this document
After completing this document, the vendor should sign at least two copies of the document, then the purchaser is also required to sign the two already executed copies of the document.
The parties are expected to keep at least one signed copy each for record purposes.
The general rules of contract are applicable to this document.
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