Asset Purchase Agreement (Specified Assets)

by Practical Law Corporate & Securities

A Standard Document providing a short-form asset purchase agreement for the acquisition of certain tangible or intangible assets from a private US corporation, drafted in favor of the buyer. This Standard Document is designed for transactions that do not involve the sale of all or substantially all of a company's assets nor the transfer of real property, accounts receivable, or equity interests. It is structured for a streamlined deal between a single corporate seller and a single corporate buyer, where the signing and closing of the transaction occur simultaneously. The agreement outlines essential terms for the purchase and sale of assets, including provisions for purchase price and closing deliverables. This framework contains fundamental representations and warranties for both parties, key post-closing covenants, and critical indemnification clauses to allocate risk, along with optional provisions for assuming liabilities and transferring specific assets like intellectual property and assigned contracts.