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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
An Asset Purchase Agreement (APA) is the binding contract for the acquisition of specific business assets — equipment, inventory, intellectual property, customer lists, contracts, and goodwill — rather than the acquisition of the entire company through a stock purchase. The buyer in an asset purchase generally does not assume the seller's liabilities (unlike a stock purchase where all liabilities transfer with the entity), making APAs the preferred structure for most small business acquisitions. Key provisions include the precise schedule of assets being transferred, assumed liabilities (if any), representations and warranties about the assets' condition, and post-closing covenants including non-compete obligations on the seller. Fill out this free asset purchase agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Transaction Terms.
This Asset Purchase Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Seller"), and ______________, located at ______________ ("Buyer").
WHEREAS, Seller owns and operates the business known as ______________ (the "Business") and desires to sell certain assets of the Business to Buyer; and WHEREAS, Buyer desires to purchase such assets on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the Parties agree as follows:
Subject to the terms of this Agreement and the satisfaction of all conditions to closing, Seller agrees to sell, assign, transfer, convey, and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, the following assets of the Business (the "Purchased Assets") as of the Closing Date: ______________ The following assets are expressly excluded from the Purchased Assets (the "Excluded Assets"): ______________
Buyer shall assume only the following liabilities of the Business (the "Assumed Liabilities"): ______________. Buyer shall not assume, and Seller shall retain full responsibility for, any and all other liabilities of Seller, whether known or unknown, accrued or contingent, including but not limited to: all accounts payable accrued prior to closing, all tax liabilities, all employment-related claims arising before closing, and all litigation or regulatory matters pending as of the Closing Date.
The total purchase price for the Purchased Assets is $0.00 (the "Purchase Price"), payable as follows: ______________. The Purchase Price shall be allocated among the Purchased Assets as mutually agreed by the Parties in an allocation schedule to be attached as Exhibit C, which shall be consistent with Section 1060 of the Internal Revenue Code.
The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on or before ______________ at a location mutually agreed by the Parties. At the Closing: (a) Seller shall deliver to Buyer a Bill of Sale, Assignment and Assumption Agreement, and all other transfer documents necessary to vest good and marketable title to the Purchased Assets in Buyer; (b) Buyer shall deliver to Seller the cash portion of the Purchase Price by wire transfer; and (c) each Party shall execute and deliver all other documents required to consummate the transaction.
Seller represents and warrants that: (a) Seller has the full right and authority to sell the Purchased Assets; (b) the Purchased Assets are free and clear of all liens, claims, and encumbrances other than as disclosed to Buyer; (c) Seller has not received any notice of violation of any applicable law affecting the Business or the Purchased Assets; (d) all material contracts assigned to Buyer are in full force and effect; (e) the financial statements provided to Buyer fairly represent the financial condition of the Business; and (f) there are no pending or threatened legal proceedings affecting the Purchased Assets. These representations survive closing for 24 months.
For a period of 3 years following the Closing Date, Seller shall not, within ______________, directly or indirectly: (a) own, operate, manage, or consult for any business that competes with the Business as operated on the Closing Date; or (b) solicit any customer, supplier, or employee of the Business. The Parties agree that this non-compete covenant is a reasonable and necessary protection of Buyer's purchase of goodwill, and that the scope, duration, and geographic limitation are reasonable. Seller acknowledges that a portion of the Purchase Price is allocated to this covenant.
Seller agrees to provide Buyer with reasonable transition assistance for a period of 30 days following the Closing, including introducing Buyer to key customers, suppliers, and employees, transferring operational knowledge, and assisting with the transfer of licenses and permits. Transition assistance beyond 30 days shall be governed by a separate consulting agreement.
Buyer shall have the right, but not the obligation, to offer employment to any or all employees of the Business. Seller shall be responsible for all employee wages, benefits, and obligations accruing through the Closing Date, including any WARN Act obligations. Buyer shall have no liability for any employment-related claims arising from events before the Closing Date.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.