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Basic Asset Purchase Agreement

In the context of a merger or acquisition transaction, asset sales agreements have a number of advantages and disadvantages compared to the use of an equity (or share purchase) or merger agreement. In the event of a capital acquisition or merger, the buyer receives all the assets of the target entity without exception, but automatically assumes all the liabilities of the targeted entity. In addition, a contract for the sale of assets not only allows for the transfer of part of the assets (which is sometimes desired), but also allows the parties to negotiate the commitments of the objective expressly assumed by the buyer and allows the buyer to leave behind liabilities that he does not want to accept (or of which he knows nothing). One of the disadvantages of an asset sale contract is that it can often lead to a greater number of change of control issues. For example, contracts held by a target entity and acquired by a buyer often require the counterparty`s agreement as part of an asset agreement, whereas it is less common for such consent to be required in connection with a share sale or merger agreement. Instead of acquiring all the shares of a company (and therefore both its assets and liabilities), a buyer will very often prefer to take over only certain assets of a company. In these situations, as well as when you buy a business from an unregistered organization or if you buy a business from an administrator, the primary agreement used to negotiate and document the transaction is a contract for the sale of assets (sometimes called a business transfer agreement or a contract of sale). The following download is a simple version of an asset sale agreement: (u) All insurance, warranties, insurance and agreements entered into by Seller and Buyer in this Agreement or in accordance with this Agreement survive the Closing Date. Notwithstanding any investigation conducted before or after the closing date, a Party shall have the right to rely on the other Party`s assurances and guarantees set forth in this Agreement. The definition and control of behaviour is an important objective of the APP.

[1] The buyer must indicate its authority to acquire the asset. The seller must represent his or her power to sell the asset. In addition, the seller declares that the purchase price of the asset corresponds to its value and that the seller does not face financial or legal difficulties. DISCLAIMER: This contract may not be suitable for your circumstances and we advise you to seek legal advice before being used. Jonathan Lea Limited assumes no responsibility for events arising from your use of this document. The seller is the current owner of [Product Description]. The Company (hereinafter “the Buyer”) wishes to buy from the Seller and the Seller wishes to sell such Products to the Buyer only under the conditions set forth in this Agreement and under no other conditions, unless this is agreed by both the Buyer and the Seller. .

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