Asset Purchase Agreement (Pro-Buyer Short Form)

by Practical Law Corporate & Securities

A Standard Document for the purchase and sale of all or substantially all the assets of a private US corporation, drafted in favor of the buyer. This Standard Document is structured for a transaction involving a single corporate buyer and a single corporate seller, where the signing and closing are simultaneous. It provides a framework for defining the scope of the deal, including the identification of purchased assets and assumed liabilities, while specifically excluding others. The agreement contains key representations and warranties from the seller regarding the business and its assets, and establishes post-closing obligations through covenants such as non-competition and non-solicitation provisions. It also outlines the indemnification framework, which provides a mechanism for addressing post-closing losses arising from breaches or specified liabilities. This Standard Document serves as a crucial tool for structuring a straightforward business acquisition and protecting the buyer's interests throughout the process.