Here it is in a PDF format.
Purchase Price to be paid in installments.
This asset purchase agreement (APA) template is good for situations when a buyer of the company wants to buy only its assets (but not liabilities). This is more advantageous to the buyer than buying the whole company outright because an APA limits his risk (since he is not buying the liabilities). An APA differs from a stock purchase agreement (SPA) where company shares, assets, and title to liabilities are also sold. An APA is usually better for the buyer than an SPA.
Read also: How to Acquire a U.S. Business
1. Purchased Assets.
means, collectively all tangible property, including but not limited to, furniture, fixtures, equipment, tools, and inventory (“Inventory”), and the following intangible property: all right, title and interest of Seller, if any, under leases of property and equipment, intellectual property (including, without limitation, the name “_______________” other trade names and service marks), telephone numbers and telephone listings, accounts receivable (“Accounts”), all causes of action related to the Purchased Assets, contingent and unliquidated claims, counterclaims and rights to setoff claims related to the Purchased Assets, customer lists, goodwill and other intangible property related to the Business, which is located at the Premises;
2. Purchase Price.
a. The total purchase price for the Purchased Assets shall be $__________(“Purchase Price”).
b. Buyer shall deliver the total Purchase Price to Seller pursuant to the Payment Schedule attached hereto as Exhibit B incorporated herein by reference.
3. Assumption of Liabilities.
a. Obligations with respect to the Premises arising on or after Closing;
b. Obligations under customer purchase orders;
c. Leases of personal property and equipment, and contracts or agreements with vendors providing services to the Business after the Closing date.
4. Covenants of Seller.
a. Until the Closing, Seller shall use best efforts to maintain current relationships with suppliers, customers and others having business relations with Seller in connection with the Purchased Assets.
b. Until the Closing, except as may be first approved in writing by Buyer or as is otherwise permitted or contemplated by this Agreement, Seller shall conduct its business and all transactions with respect to the Purchased Assets, only in the usual and ordinary course of business consistent with Seller’s past practice.
c. Until the Closing, Seller shall make no sale of assets.
5. Non-Compete.
6. Closing.
a. The consummation of the purchase and sale of the Purchased Assets (the “Closing”) shall be held on ___________________,2015 or sooner by agreement of the parties, at such place as Buyer and Seller may agree.
b. At the Closing, Seller shall deliver the Purchased Assets to Buyer and shall deliver the following documents to Buyer:
i. List of Inventory;
ii. Such other documents as may be reasonably requested by Purchaser in connection with the consummation of the transactions contemplated by this Agreement.
c. At Closing, Buyer shall pay to Seller the Purchase Price and shall deliver to Seller the following documents:
i. Executed counterparts of the Assignment;
ii. Such other documents as may be reasonably requested by Seller in connection with the consummation of the transactions contemplated by this Agreement.
7. Delivery and Condition of the Purchased Assets.
Immediately upon completion of the Closing, Seller shall be deemed to have fully and completely transferred to Buyer all rights, title and interest, if any, in, as well as possession, custody and control of, the Purchased Assets.
8. Conditions Precedent to Closing.
9. Default.
a. If Seller fails to make the required deliveries at the Closing or otherwise defaults under this Agreement, then Buyer shall have the right to terminate this Agreement and thereupon this Agreement shall be null and void and of no legal effect whatsoever. If so terminated, each party hereto shall suffer their own losses, costs, expenses or damages arising out of, under or related to this Agreement.
b. If any amount is overdue by more than four (4) months, Seller may terminate this Agreement or declare Buyer immediately liable to Seller for the entire unpaid balance of the Purchase Price without interest.
10. Indemnity.
a. The breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement;
b. The Assumed Liabilities.
11. Notices.
12. Brokers.
13. Amendment and Modification.
14. Severability.
15. Entire Agreement.
16. Governing Law.
17. Counterparts.
18. Headings.
19. Binding Effect.
SELLER:
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BUYER:
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By: __________________________________
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By: ________________________________
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Name/Title ____________________________
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Name/Title _________________________
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Date: ________________________________
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Date: ______________________________
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SELLER:
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BUYER:
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By: __________________________________
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By: ________________________________
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Name/Title ____________________________
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Name/Title _________________________
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Date: ________________________________
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Date: ______________________________
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No.
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Due Date
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Amount
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1.
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Due at execution of the Agreement
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$__________________
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2.
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Within 30 days of the Effective Date of the Agreement
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$__________________
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3.
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______________________, 2015
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$__________________
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4.
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______________________, 2015
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$__________________
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5.
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______________________, 2015
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$__________________
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6.
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______________________, 2015
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$__________________
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7.
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______________________, 2015
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$__________________
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8.
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______________________, 2015
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$__________________
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9.
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______________________, 2015
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$__________________
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10.
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______________________, 2015
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$__________________
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11.
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______________________, 2015
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$__________________
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12.
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______________________, 2015
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$__________________
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SELLER:
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BUYER:
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By: __________________________________
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By: ________________________________
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Name/Title ____________________________
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Name/Title _________________________
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Date: ________________________________
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Date: ______________________________
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