Asset Purchase Agreement (Pro-Buyer Long Form)

by Practical Law Corporate & Securities, with environmental provisions by Andrew N. Davis, Ph.D. and Aaron D. Levy, Shipman & Goodwin LLP.

A Standard Document that is a long-form asset purchase agreement for the purchase and sale of a division or line of business of a private US corporation, drafted to be favorable to the buyer. This Standard Document assumes a single corporate buyer and a single corporate seller, and that the signing and closing of the transaction are not simultaneous. It includes comprehensive representations and warranties, covenants, closing conditions, termination rights, and indemnification obligations. This Standard Document also features a post-closing purchase price adjustment mechanism based on working capital. It addresses the transfer of specified assets and the assumption of certain liabilities, while clearly delineating excluded assets and liabilities to protect the buyer from unwanted obligations. Throughout this Standard Document, integrated notes provide valuable explanations and negotiating tips, including market trend information from the ABA Business Law Section's Private Target Mergers & Acquisitions Deal Points Study and What's Market databases, to guide practitioners through key provisions.