Asset Purchase Agreement (Pro-Seller 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 provides a long-form asset purchase agreement for the acquisition of a division or line of business from a private US corporation. Drafted from a pro-seller perspective, this Standard Document is suitable for sellers controlling the initial M&A draft, such as in an auction scenario, or for use as a reference when reviewing a buyer's proposed agreement. It is structured for transactions with a deferred closing and defines the scope of purchased assets, excluded assets, assumed liabilities, and excluded liabilities. This agreement features key pro-seller provisions, including a post-closing purchase price adjustment based on working capital and carefully crafted representations, warranties, and indemnification terms with baskets and caps. This Standard Document also includes drafting notes offering essential explanations, negotiating tips, and market trend information drawn from the ABA Business Law Section M&A Committee's Private Target Mergers & Acquisitions Deal Point Study.