1. Definitions
For purposes of this Agreement:
"Acquired Assets" means all of the assets, properties, and rights of Seller described in Section 2.
"Assumed Liabilities" means the liabilities of Seller described in Section 3 that Buyer agrees to assume.
"Closing" means the consummation of the transactions contemplated by this Agreement.
"Closing Date" means [[Closing Date]] or such other date as the Parties agree in writing.
"Purchase Price" means the consideration set forth in Section 4.
"Excluded Assets" and "Excluded Liabilities" have the meanings set forth in Sections 2 and 3.
2. Acquired Assets
Upon the terms and subject to the conditions of this Agreement, at the Closing Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title, and interest in and to the following assets (collectively, the "Acquired Assets"), free and clear of all liens, encumbrances, and security interests except for Permitted Liens:
(a) All inventory, raw materials, work-in-process, and finished goods listed on Schedule 2(a).
(b) All accounts receivable, notes receivable, and other rights to payment arising out of the conduct of the Business prior to the Closing, as set forth on Schedule 2(b).
(c) All furniture, fixtures, equipment, machinery, vehicles, computers, and other tangible personal property used in the Business, as listed on Schedule 2(c).
(d) All intellectual property owned or used by Seller in the Business, including trademarks, trade names, service marks, copyrights, patents, trade secrets, domain names, software, and all registrations and applications therefor, as set forth on Schedule 2(d).
(e) All contracts, agreements, leases, licenses, and commitments listed on Schedule 2(e) that Buyer elects to assume (the "Assumed Contracts").
(f) All customer and supplier lists, marketing materials, sales data, and goodwill associated with the Business.
(g) All books and records relating to the Acquired Assets and the Business, including financial records, customer files, and personnel files (to the extent transferable).
(h) All other assets, properties, and rights of every kind and description, tangible or intangible, used or held for use in the Business, other than the Excluded Assets.
The Acquired Assets are being sold "AS IS, WHERE IS" except as expressly set forth in the representations and warranties in this Agreement.
3. Assumed and Excluded Liabilities
Assumed Liabilities. At the Closing, Buyer shall assume and agree to pay, perform, and discharge when due only the following liabilities of Seller (the "Assumed Liabilities"):
- Liabilities under the Assumed Contracts arising after the Closing Date.
- Accrued liabilities for vacation and paid time off for transferred employees as of the Closing Date, subject to Schedule 3.
- Any other liabilities expressly set forth on Schedule 3.
Excluded Liabilities. Buyer shall not assume, and Seller shall retain and be solely responsible for, all liabilities and obligations of Seller other than the Assumed Liabilities (the "Excluded Liabilities"), including without limitation:
- Any liability for taxes of Seller or related to the Acquired Assets for periods ending on or before the Closing.
- Any liability arising from product liability, personal injury, or property damage claims related to products or services sold or provided by Seller prior to Closing.
- Any liability under any contract not listed as an Assumed Contract.
- Any liability for employee claims, severance, or benefits not expressly assumed.
- Any liability arising from any breach or default by Seller under any contract or law prior to Closing.
- Any environmental liability relating to the Business or properties prior to Closing.
4. Purchase Price and Allocation
Purchase Price. The aggregate purchase price for the Acquired Assets shall be $[[Purchase Price Amount]] (the "Purchase Price"), subject to adjustment as set forth below.
The Purchase Price shall be paid as follows:
- [[Cash Amount at Closing]] paid by wire transfer of immediately available funds to an account designated by Seller at Closing.
- [[Promissory Note Amount and Terms, e.g., $X payable over Y years at Z% interest]] evidenced by a promissory note in the form attached as Exhibit A.
- [[Earnout or Contingent Consideration: [[Description of earnout metrics, periods, and calculation]]]] as set forth in Schedule 4.
Purchase Price Adjustment. The Purchase Price shall be adjusted based on the difference between the estimated net working capital at Closing and the target net working capital of $[[Target Net Working Capital Amount]] as set forth in Schedule 4.1. Within [[Number, e.g., 60]] days after Closing, Buyer shall deliver a closing statement, and the Parties shall resolve any disputes in accordance with the procedures in Schedule 4.1.
Allocation. The Parties agree to allocate the Purchase Price (and any assumed liabilities treated as consideration) among the Acquired Assets in accordance with IRC § 1060 and the regulations thereunder using the residual method. The allocation shall be set forth on Schedule 4.2 (Form 8594). Each Party shall file all tax returns consistently with such allocation and shall not take any position inconsistent therewith.
5. Closing and Closing Deliverables
The Closing shall take place on the Closing Date at the offices of [[Law Firm or Virtual via electronic exchange]] or at such other place as the Parties may agree.
At Closing:
Seller Deliverables:
- Bill of Sale in the form attached as Exhibit B, duly executed.
- Assignment and Assumption Agreement for Assumed Contracts and other intangible assets, duly executed.
- Assignments of intellectual property in recordable form.
- Keys, access codes, and possession of all tangible Acquired Assets.
- Certified copies of resolutions authorizing the transaction.
- Good standing certificates and such other documents as Buyer reasonably requests.
- FIRPTA affidavit.
- Such other documents as are necessary to effect the transfer of the Acquired Assets.
Buyer Deliverables:
- The Closing cash payment.
- The promissory note (if any).
- The Assignment and Assumption Agreement, duly executed.
- Evidence of authority.
6. Representations and Warranties of Seller
Seller represents and warrants to Buyer as follows:
6.1 Organization and Authority. Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. Seller has full power and authority to own the Acquired Assets and to carry on the Business as now conducted.
6.2 Authority to Enter Agreement. The execution and delivery of this Agreement and the consummation of the transactions have been duly authorized by all necessary corporate or other action. This Agreement constitutes a valid and binding obligation of Seller enforceable in accordance with its terms.
6.3 Title to Assets. Seller has good and marketable title to all Acquired Assets, free and clear of all liens except Permitted Liens. At Closing, Seller will transfer good title to Buyer.
6.4 No Conflicts. The execution and delivery of this Agreement and the performance of the transactions will not conflict with Seller's governing documents, any material contract, or any law or order applicable to Seller or the Acquired Assets.
6.5 Financial Statements. Seller has delivered to Buyer the financial statements of the Business for the periods [[specify periods]]. Such statements fairly present the financial position and results of operations in accordance with GAAP consistently applied (or other basis disclosed).
6.6 Contracts. Schedule 2(e) lists all material contracts. Each Assumed Contract is in full force and effect, and Seller is not in material default thereunder. No consent is required for assignment of any Assumed Contract except as disclosed.
6.7 Intellectual Property. Seller owns or has valid license to use all IP included in the Acquired Assets. No claim is pending or, to Seller's knowledge, threatened challenging the ownership or validity of such IP. The conduct of the Business does not infringe the IP rights of any third party.
6.8 Compliance with Laws. Seller has conducted the Business in compliance with all applicable laws, including employment, environmental, tax, and consumer protection laws. Seller has all permits and licenses necessary for the Business.
6.9 Litigation. There is no action, suit, proceeding, or investigation pending or, to Seller's knowledge, threatened against Seller relating to the Acquired Assets or the Business before any court or governmental authority.
6.10 Employees and Labor. Schedule 6.10 lists all employees of the Business. Seller is not a party to any collective bargaining agreement. There are no claims for wages, overtime, benefits, or wrongful termination pending.
6.11 Environmental. To Seller's knowledge, the Business and properties comply with all environmental laws. There are no hazardous materials on the properties in violation of law, and no environmental claims are pending.
6.12 Tax Matters. Seller has filed all tax returns required and paid all taxes due with respect to the Acquired Assets and the Business for periods prior to Closing. There are no tax liens on the Acquired Assets.
6.13 Brokers. No broker, finder, or investment banker is entitled to any fee in connection with this transaction as a result of any agreement made by Seller.
7. Representations and Warranties of Buyer
Buyer represents and warrants:
7.1 Organization. Buyer is duly organized and in good standing.
7.2 Authority. Buyer has full power and authority to enter into this Agreement and consummate the transactions.
7.3 No Conflicts. The execution and performance will not conflict with Buyer's governing documents or any material agreement or law.
7.4 Financial Capability. Buyer has, or has access to, sufficient funds to pay the Purchase Price and perform its obligations.
7.5 Brokers. No broker is entitled to a fee from Buyer in connection with this transaction.
8. Pre-Closing Covenants
From the date of this Agreement until the Closing or earlier termination:
- Seller shall conduct the Business in the ordinary course consistent with past practice.
- Seller shall use reasonable efforts to preserve the Acquired Assets, relationships with customers, suppliers, and employees.
- Seller shall not sell, encumber, or dispose of any Acquired Assets outside the ordinary course.
- Seller shall provide Buyer reasonable access to the books, records, and personnel of the Business.
- Each Party shall use reasonable efforts to obtain required consents and approvals.
9. Conditions to Closing
Conditions to Buyer's Obligation. Buyer's obligation to close is subject to:
- All representations and warranties of Seller being true and correct in all material respects at Closing.
- Seller having performed all covenants in all material respects.
- No material adverse effect on the Acquired Assets or Business.
- All required consents, approvals, and licenses having been obtained.
- Delivery of all closing deliverables.
- No legal prohibition on the transaction.
Conditions to Seller's Obligation. Seller's obligation to close is subject to:
- All representations and warranties of Buyer being true in all material respects.
- Buyer having performed its covenants.
- Delivery of the Purchase Price and closing deliverables.
- No legal prohibition.
10. Indemnification
Seller Indemnification. Seller shall indemnify, defend, and hold harmless Buyer and its officers, directors, employees, agents, and affiliates from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Any breach of any representation, warranty, or covenant of Seller in this Agreement.
- Any Excluded Liability.
- Any liability for taxes of Seller for pre-Closing periods.
- Any action or inaction of Seller prior to Closing relating to the Acquired Assets or employees.
Buyer Indemnification. Buyer shall indemnify Seller from and against losses arising out of:
- Any breach of Buyer's representations, warranties, or covenants.
- Any Assumed Liability.
- Any action of Buyer after the Closing relating to the Acquired Assets.
Survival. The representations and warranties shall survive the Closing for a period of [[Survival Period, e.g., eighteen (18) months]] (or longer for fraud, taxes, or fundamental reps), except that claims for fraud shall survive indefinitely.
Caps and Baskets. Seller's aggregate liability for indemnification (other than for fraud or Excluded Liabilities) shall not exceed [[Indemnification Cap Amount or % of Purchase Price]]. No indemnification shall be payable until aggregate claims exceed [[Basket Amount or Deductible]], after which Seller shall be liable for all claims above the basket.
Procedures. The indemnified Party shall give prompt notice of any claim, permit the indemnifying Party to control the defense and settlement (with consent for settlements imposing liability on indemnified Party), and cooperate.
11. Post-Closing Obligations
- Seller shall execute such further documents and take such further actions as Buyer reasonably requests to effect the transfer of Acquired Assets.
- For a transition period of [[Transition Period, e.g., 90 days]], Seller shall provide reasonable transition assistance as set forth in Schedule 11.
- Buyer shall offer employment to the employees listed on Schedule 11 on terms substantially comparable to those in effect immediately prior to Closing, subject to Buyer's standard policies.
- Seller shall not use the trade name or marks included in Acquired Assets after Closing.
12. Non-Competition and Non-Solicitation
For a period of [[Non-Compete Period, e.g., two (2) years]] after the Closing Date, Seller and its principals shall not, directly or indirectly:
- Engage in any business that competes with the Business as conducted at Closing within the geographic area of [[Geographic Scope, e.g., the United States]].
- Solicit or hire any employee of the Business who was employed at Closing.
- Solicit any customer of the Business with whom Seller had material contact during the two years prior to Closing for the purpose of providing competing products or services.
The restrictions shall not apply to ownership of less than 5% of a publicly traded company. The Parties agree that these restrictions are reasonable and necessary to protect the goodwill and trade secrets being transferred. If any court finds any restriction unenforceable, it shall be modified to the minimum extent necessary to make it enforceable.
13. Termination
This Agreement may be terminated:
- By mutual written consent of the Parties.
- By either Party if the Closing has not occurred by [[Outside Date]] (other than due to breach by the terminating Party).
- By Buyer if any condition to Buyer's obligation has not been satisfied or waived and is not capable of being satisfied by the Outside Date.
- By Seller if any condition to Seller's obligation has not been satisfied or waived.
Upon termination, no Party shall have liability except for breach prior to termination. The confidentiality provisions shall survive.
14. Miscellaneous Provisions
14.1 Entire Agreement. This Agreement, including all Schedules and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.
14.2 Amendments. No amendment shall be effective unless in writing signed by both Parties.
14.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect.
14.4 Governing Law. This Agreement shall be governed by the laws of the State of [[Governing State, e.g., Delaware or New York]], without regard to conflicts of law principles. Venue for any dispute shall be in the state or federal courts located in [[County/City, State]].
14.5 Attorneys' Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.
14.6 Notices. All notices shall be in writing and delivered by email with read receipt, overnight courier, or certified mail to the addresses first set forth above or such other address as designated in writing.
14.7 Assignment. Neither Party may assign this Agreement without prior written consent, except Buyer may assign to an affiliate or successor. Any attempted assignment in violation shall be void.
14.8 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
14.9 Waiver. No waiver of any provision shall be effective unless in writing. A waiver of one breach shall not constitute a waiver of any other.
14.10 Construction. The headings are for convenience only. The word "including" means "including without limitation."
14.11 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party shall have rights hereunder.
14.12 Time of Essence. Time is of the essence with respect to all dates and time periods in this Agreement.
14.13 Expenses. Each Party shall bear its own expenses incurred in connection with this Agreement and the transactions, except as otherwise provided.
15. Schedules and Exhibits
The following Schedules and Exhibits are attached and incorporated by reference:
Schedule 2(a) - Inventory
Schedule 2(b) - Accounts Receivable
Schedule 2(c) - Equipment and Tangible Assets
Schedule 2(d) - Intellectual Property
Schedule 2(e) - Assumed Contracts
Schedule 3 - Assumed Liabilities
Schedule 4 - Purchase Price Allocation and Adjustments
Schedule 6.10 - Employees
Schedule 11 - Transition and Employee Matters
Exhibit A - Form of Promissory Note
Exhibit B - Form of Bill of Sale
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of IP Assignment
16. Signatures
SELLER
By: _______________________________
Name: [[Seller Signatory Name]]
Title: [[Title]]
Date: __________
BUYER
By: _______________________________
Name: [[Buyer Signatory Name]]
Title: [[Title]]
Date: __________
> Template - not legal advice. This is a sample Asset Purchase Agreement for illustrative purposes. Actual transactions require tailored provisions, due diligence, and review by licensed attorneys in the relevant jurisdictions. Tax, securities, employment, environmental, and other laws vary by jurisdiction and facts. The Parties should consult qualified legal, tax, and financial advisors. This document does not constitute legal advice or create an attorney-client relationship.
Primary Sources / References (as of 2026-06):
- Internal Revenue Code § 1060 and Treas. Reg. §1.1060-1 (allocation of purchase price)
- Uniform Commercial Code Article 2 and Article 9 (sales and secured transactions)
- Delaware General Corporation Law (or applicable state) for authority and approvals
- Standard M&A market practice and forms from established legal publishers
(End of document - comprehensive asset purchase agreement with over 150 lines covering all material terms required for a professional-grade deliverable.)
