Asset Purchase Agreement Generator
Generate Your Asset Purchase Agreement
Create a professional agreement for buying business assets without assuming all liabilities. Includes non-compete provisions, closing procedures, and indemnification.
Your Asset Purchase Agreement
About Asset Purchase Agreements
An Asset Purchase Agreement (APA) is used when a buyer wants to purchase only specific assets of a company (but not its liabilities). This is generally more advantageous to the buyer than buying the whole company outright because an APA limits the buyer's risk since they are not acquiring all liabilities.
An APA differs from a Stock Purchase Agreement (SPA) where company shares, assets, and liabilities are all sold together. An APA is usually better for the buyer than an SPA.
Key points of this agreement:
1. Purchased Assets: The Buyer agrees to purchase all the Seller's rights, title, and interest in the Purchased Assets. This includes tangible property like furniture, fixtures, equipment, tools, and inventory, as well as intangible property like intellectual property rights, telephone numbers and listings, accounts receivable, customer lists, and goodwill.
2. Assumption of Liabilities: At closing, the Buyer will assume only certain liabilities and obligations disclosed to the Seller prior to execution. The Buyer won't be liable for any other liabilities, obligations, or debts of the Seller.
3. Non-Compete: The Seller agrees not to engage in a similar business in a specified location for a period from the closing date.
4. Covenants of Seller: Until the closing, the Seller agrees to maintain relationships with suppliers and customers, conduct business in the usual course, and not sell any assets.
5. Indemnity: The Buyer will indemnify the Seller against losses arising from the breach of any representation, warranty, or agreement, or the Assumed Liabilities.