An Asset Purchase Agreement (APA) is a legal contract made between a buyer and a seller that sets the terms and conditions related to the purchase and sale of any assets of a business. Assets can be tangible, such as real estate, office equipment, or any other type of property, or intangible, such as intellectual property, a business name or specific protocols and processes.
Asset Purchase Agreements are common when one business wants, or needs, to transfer ownership of any, but not all, of its assets to another business that wants to purchase them. The sale of the assets of a business will typically include at least some “goods,” for example, inventory, office supplies, raw materials, and, in some cases, machinery and equipment.
In some cases the portion of goods being transferred may be minor compared to such things as real property, leaseholds, contract rights, accounts receivable, goodwill and any other tangible or intangible assets which are being sold.
Our New Orleans commercial litigation attorney and legal team help you with the following asset purchase agreement which will cover much of the following:
- A Precise and Detailed Itemization of the Asset or Assets Being Sold
- An Itemization of All Liabilities (if any) Assumed
- The Payment Price and Financing Terms
- The Disposition or Satisfaction of any Liens or Encumbrances on the Assets
- Representations and Warranties of both Seller and Buyer (the seller asserts that the asset is what it has been represented to be, and is of a value equal to the purchase price; the buyer agrees to buy it “as is”)
- Collateral Agreements and Covenants (such as employment contracts, real estate leases or a non-compete clause)
- Closing Date and Conditions
- Any Other Mutually Agreed Upon Terms