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
ASSET
PURCHASE AGREEMENT
THIS ASSET
PURCHASE AGREEMENT (the “Agreement”) is made this ____ day of ______________, 2015 (“Effective Date”) by and between _______________________________ ("Seller"), and ____________________________________
("Buyer"). The parties
agree as follows:
1.
Purchased Assets.
Buyer
agrees to purchase, and Seller agrees to sell, free from all liabilities and
encumbrances, all Seller's rights, title and interest, if any, in and to the
Purchased Assets, as defined in this paragraph. "Purchased
Assets," as more particularly set forth in Exhibit A incorporated
herein by reference,
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.
At
Closing Buyer shall assume and agree to pay, discharge or perform as
appropriate only the following liabilities and obligations (the "Assumed Liabilities") and
only to the extent such liabilities and obligations were disclosed to Seller
prior to execution of this Agreement:
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.
Except
for the Assumed Liabilities, Buyer is not assuming, nor shall it in any way be
liable or responsible for, any liabilities, obligations or debts of Seller,
whether accrued, absolute, contingent or otherwise, arising before or after the
Closing.
4.
Covenants of Seller.
Seller
hereby covenants and agrees with Buyer that:
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.
Seller
shall not engage in a business similar to that involved in this transaction in
any capacity, directly or indirectly, anywhere in _______________, California for a period of two
(2) years from the date of Closing.
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.
The
performance by Seller and Buyer of their respective obligations under this
Agreement is subject to the condition that on the Closing date no suit, action
or other proceeding shall be pending before any court or governmental or
regulatory authority which seeks to restrain or prohibit or to obtain damages
or other relief in connection with the business, this Agreement or the
transactions contemplated by this Agreement.
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.
Buyer
shall indemnify, defend and hold Seller harmless from and against any and all
losses, liabilities, damages, costs and obligations (or actions or claims in
respect thereof) (including reasonable counsel fees), which Seller may suffer
or incur arising out of or based upon:
a.
The breach of any representation,
warranty, covenant or agreement of Buyer contained in this Agreement;
b.
The Assumed Liabilities.
11.
Notices.
Any
notice required or permitted by this Agreement shall be in writing and
effectively delivered for all purposes if delivered personally, by overnight
delivery service or by United States mail, certified mail, postage prepaid,
return receipt requested and:
If
directed to Seller:
If
directed to Buyer:
12.
Brokers.
Buyer
and Seller each warrants to the other that it has not engaged, consented to, or
authorized any broker, investment banker, or other third party to act on its
behalf, directly or indirectly, as a broker or finder in connection with the
transactions contemplated by this Agreement and no such third party is entitled
to any fee or compensation in connection with this Agreement or the
transactions contemplated hereby by reason of any action of it.
13.
Amendment and Modification.
This
Agreement may be amended, modified or supplemented only by written agreement signed
by the Party sought to be charged with an amendment.
14.
Severability.
Any
provision of this Agreement that shall be prohibited or unenforceable shall be
deemed ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof.
15.
Entire Agreement.
This
Agreement sets forth all of the promises, covenants, agreements, conditions and
undertakings between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
undertakings, inducements or conditions, express or implied, oral or written.
16.
Governing Law.
This
Agreement shall be governed by and construed in accordance with the laws of the
State of California.
17.
Counterparts.
This Agreement may be executed in one or more
counterparts all of which when taken together constitute one and the same
instruments. A signed counterpart is as binding as an original.
18.
Headings.
The
headings used in this Agreement are for convenience only and shall not be used
to limit or construe the contents of any of the sections of this
Agreement.
19.
Binding Effect.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their successors and assigns.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the Effective Date.
SELLER:
|
BUYER:
|
By:
__________________________________
|
By:
________________________________
|
Name/Title
____________________________
|
Name/Title
_________________________
|
Date:
________________________________
|
Date:
______________________________
|
EXHIBIT A
PURCHASED ASSETS
1.
2.
3.
4.
SELLER:
|
BUYER:
|
By:
__________________________________
|
By:
________________________________
|
Name/Title
____________________________
|
Name/Title
_________________________
|
Date:
________________________________
|
Date:
______________________________
|
EXHIBIT B
PAYMENT SCHEDULE
No.
|
Due Date
|
Amount
|
||
1.
|
Due at execution of the
Agreement
|
$__________________
|
||
2.
|
Within 30 days of the Effective
Date of the Agreement
|
$__________________
|
||
3.
|
______________________, 2015
|
$__________________
|
||
4.
|
______________________, 2015
|
$__________________
|
||
5.
|
______________________, 2015
|
$__________________
|
||
6.
|
______________________, 2015
|
$__________________
|
||
7.
|
______________________, 2015
|
$__________________
|
||
8.
|
______________________, 2015
|
$__________________
|
||
9.
|
______________________, 2015
|
$__________________
|
||
10.
|
______________________, 2015
|
$__________________
|
||
11.
|
______________________, 2015
|
$__________________
|
||
12.
|
______________________, 2015
|
$__________________
|
||
SELLER:
|
BUYER:
|
|||
By: __________________________________
|
By: ________________________________
|
|||
Name/Title ____________________________
|
Name/Title _________________________
|
|||
Date: ________________________________
|
Date: ______________________________
|
|||
STATE OF CALIFORNIA
COUNTY OF ________________
The foregoing instrument was
acknowledged before me this ____ day of ____________, 2015 by _____________ who
is personally known to me or who has produced ___________________________________
as identification.
________________________________
Notary Public
________________________________
My
Commission Expires
STATE OF CALIFORNIA
COUNTY OF ________________
The foregoing instrument was
acknowledged before me this ____ day of ____________, 2015 by _____________ who
is personally known to me or who has produced ___________________________________
as identification.
________________________________
Notary Public
________________________________
My
Commission Expires
