Asset Purchase Agreement (Pro-Seller Short Form)

by Practical Law Corporate & Securities

A Standard Document that provides a seller-friendly, short-form asset purchase agreement for the purchase and sale of all or substantially all of the assets of a private US corporation. This Standard Document assumes a simultaneous signing and closing and outlines the key provisions for such a transaction, including the identification of purchased assets, excluded assets, assumed liabilities, and excluded liabilities. It contains seller-favorable representations and warranties, as well as post-closing covenants concerning confidentiality, public announcements, and further assurances. A key feature is the limited indemnification framework, which addresses survival periods for claims and establishes liability limitations such as baskets and caps, alongside an exclusive remedies clause. Additionally, this Standard Document addresses important considerations like the allocation of the purchase price under Section 1060 of the Internal Revenue Code, the handling of non-assignable assets, and the waiver of bulk sales laws, serving as a foundational template for structuring an asset acquisition from the seller's perspective.