[{"data":1,"prerenderedAt":545},["ShallowReactive",2],{"document-agreement-of-purchase-and-sale-of-business-assets-D318":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":186,"customdescription":6,"mdFm":187,"mdProseHtml":544},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AGREEMENT OF PURCHASE AND SALE OF BUSINESS ASSETS This Agreement of Purchase and Sale (the \"Agreement\") is made in two original copies, effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASER NAME] (the \"Purchaser\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SUBJECT-MATTER The Purchaser agrees to buy and the Vendor agrees to sell to the Purchaser as a going concern all the undertaking and assets owned by the Vendor in connection with the [TYPE OF BUSINESS] business carried on as [YOUR COMPANY NAME] at [YOUR COMPLETE ADDRESS] (the \"business\") including, without limiting the generality of the foregoing: The furniture, fixtures and equipment more particularly described in Schedule A (the \"equipment\"); All saleable stock in trade (the \"stock in trade\"); All useable parts and supplies (the \"parts and supplies\"); All leasehold interest in the lease held by the Vendor from [NAME OF LANDLORD] (the \"lease\"); The goodwill of the business together with the exclusive right to the Purchaser to represent itself as carrying on business in succession to the Vendor and to use the business style of the business and variations in the business to be carried on by the Purchaser (the \"goodwill\"). The following assets are expressly excluded from the purchase and sale: [LIST EXCLUSIONS, e.g. cash on hand or on deposit, accounts receivable, book and other debts due or accruing due]. PURCHASE PRICE The purchase price payable for the undertaking and assets agreed to be bought and sold is the total of the amounts computed and allocated as follows: For the equipment - [AMOUNT]; For the stock in trade, its direct cost to the Vendor; For the parts and supplies, their direct cost to the Vendor; For the goodwill - [AMOUNT]; For all other assets agreed to be bought and sold. The purchase price for the stock in trade shall be established by an inventory taken and valued after close of business on the day before the day of closing. The Vendor shall produce evidence satisfactory to the Purchaser of the direct cost to the Vendor of items included in stock in trade. The Purchaser may exclude from the purchase and sale any items which the Purchaser reasonably considers unsaleable by reason of defect in quality or in respect of which the Purchaser is not reasonably satisfied as to proof of direct cost. The purchase price for the parts and supplies shall be established by an inventory taken and valued after close of business on the day before the day of closing. The Vendor shall produce evidence satisfactory to the Purchaser of the direct cost to the Vendor of items included in the parts and supplies. The Purchaser may exclude from the purchase and sale any items which the Purchaser reasonably considers unusable or in respect of which the Purchaser is not reasonably satisfied as to proof of direct cost. TERMS OF PAYMENT The Vendor acknowledges receiving a check for [AMOUNT] from the Purchaser on execution of this agreement to be held as a deposit by the Vendor on account of the purchase price of the undertaking and assets agreed to be bought and sold and as security for the Purchaser's due performance of this agreement. The balance of the purchase price for the undertaking and assets agreed to be bought and sold shall be paid, subject to adjustments, by certified check on closing. The balance of the purchase price due on closing shall be specially adjusted for all prepaid and assumed operating expenses of the business including but not limited to rent and utilities. CONDITIONS, REPRESENTATIONS AND WARRANTIES In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: That the Purchaser obtain financing on terms satisfactory to it to complete the purchase; that the carrying on of the business at its present location is not prohibited by land use restrictions; That the lessor of the lease consents to its assignment to the Purchaser; That the Purchaser obtain all the permits and licenses required for it to carry on the business; That the Vendor supply or deliver on closing all of the closing documents; That the premises shall be in the same condition, reasonable wear and tear expected, on the date of passing as they are currently in; That Seller's board of directors has duly authorized the execution of this agreement. The following representations and warranties are made and given by the Vendor to the Purchaser and expressly survive the closing of this agreement. The representations are true as of the date of this agreement and will be true as of the date of closing when they shall continue as warranties according to their terms. At the option of the Purchaser, the representations and warranties may be treated as conditions of the closing of this agreement in favor of the Purchaser. However, the closing of this agreement shall not operate as a waiver or otherwise result in a merger to deprive the Purchaser of the right to sue the Vendor for breach of warranty in respect of any matter warranted, whether or not ascertained by the Purchaser prior to closing: The Vendor is a resident of [YOUR COUNTRY] within the meaning of the Income Tax Act of [YOUR COUNTRY]; The Vendor owns and has the right to sell the items listed in Schedule A; The assets agreed to be bought and sold are sold free and clear of all liens, encumbrances and charges; The equipment is in good operating condition; ",null,"Agreement of Purchase and Sale of Business Assets","5",65,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-of-purchase-and-sale-of-business-assets-D318.png","https://templates.business-in-a-box.com/imgs/250px/318.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#318.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Buy & Sell Shares","/templates/buy-sell-shares/","agreement purchase sale business assets","Agreement of Purchase and Sale of Business Assets Template","https://templates.business-in-a-box.com/imgs/400px/318.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Equity & Mergers","/templates/equity-and-mergers/",[38,42,46,50,54,58,62,66,70,74,78,82,86,105,122,138,157,170],{"label":39,"url":40,"thumb":41,"extension":10},"Agreement of Purchase and Sale of Business Assets Short","/template/agreement-of-purchase-and-sale-of-business-assets-short-D319","https://templates.business-in-a-box.com/imgs/250px/319.png",{"label":43,"url":44,"thumb":45,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":47,"url":48,"thumb":49,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"label":51,"url":52,"thumb":53,"extension":10},"Agreement of Purchase and Sale of Shares by Shareholder","/template/agreement-of-purchase-and-sale-of-shares-by-shareholder-D321","https://templates.business-in-a-box.com/imgs/250px/321.png",{"label":55,"url":56,"thumb":57,"extension":10},"Agreement of Purchase and Sale of Shares 2","/template/agreement-of-purchase-and-sale-of-shares-2-D320","https://templates.business-in-a-box.com/imgs/250px/320.png",{"label":59,"url":60,"thumb":61,"extension":10},"Asset Purchase Agreement For a Retail Business","/template/asset-purchase-agreement-for-a-retail-business-D931","https://templates.business-in-a-box.com/imgs/250px/931.png",{"label":63,"url":64,"thumb":65,"extension":10},"Asset Purchase Agreement For a Telecom Business","/template/asset-purchase-agreement-for-a-telecom-business-D932","https://templates.business-in-a-box.com/imgs/250px/932.png",{"label":67,"url":68,"thumb":69,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"label":71,"url":72,"thumb":73,"extension":10},"Asset Sale and Purchase Agreement Film & Television","/template/asset-sale-and-purchase-agreement-film-television-D860","https://templates.business-in-a-box.com/imgs/250px/860.png",{"label":75,"url":76,"thumb":77,"extension":10},"Land Purchase Agreement","/template/land-purchase-agreement-D13424","https://templates.business-in-a-box.com/imgs/250px/13424.png",{"label":79,"url":80,"thumb":81,"extension":10},"Power Purchase Agreement","/template/power-purchase-agreement-D12873","https://templates.business-in-a-box.com/imgs/250px/12873.png",{"label":83,"url":84,"thumb":85,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":103,"url":104},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","1",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":95,"description":6},"letter of intent for purchase of computer equipment",[97,100],{"label":98,"url":99},"Production & Operations","production-operations",{"label":101,"url":102},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":106,"descriptionCustom":6,"label":107,"pages":89,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":120,"url":121},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[114,117],{"label":115,"url":116},"Sales & Marketing","sales-marketing",{"label":118,"url":119},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":123,"descriptionCustom":6,"label":124,"pages":125,"size":90,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":131,"keywords":130,"url":137},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":130,"description":6},"non disclosure agreement nda",[132,134],{"label":32,"url":133},"business-legal-agreements",{"label":135,"url":136},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":139,"descriptionCustom":6,"label":140,"pages":125,"size":141,"extension":10,"preview":142,"thumb":143,"svgFrame":144,"seoMetadata":145,"parents":146,"keywords":155,"url":156},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[147,149,152],{"label":17,"url":148},"finance-accounting",{"label":150,"url":151},"Business Loans","business-loan",{"label":153,"url":154},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":158,"descriptionCustom":6,"label":159,"pages":89,"size":160,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":165,"keywords":168,"url":169},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[166,167],{"label":32,"url":133},{"label":32,"url":133},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":171,"descriptionCustom":6,"label":172,"pages":173,"size":174,"extension":10,"preview":175,"thumb":176,"svgFrame":177,"seoMetadata":178,"parents":179,"keywords":184,"url":185},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[180,181],{"label":32,"url":133},{"label":182,"url":183},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",false,{"seo":188,"reviewer":201,"quick_facts":205,"at_a_glance":207,"personas":211,"variants":236,"glossary":265,"clauses":302,"how_to_fill":353,"common_mistakes":394,"faqs":419,"industries":447,"comparisons":472,"diy_vs_lawyer":487,"jurisdictions":500,"related_template_ids_curated":521,"schema":531,"classification":532},{"meta_title":189,"meta_description":190,"primary_keyword":191,"secondary_keywords":192,"family":191,"is_canonical":200},"Business Assets Purchase Agreement | BIB","Customize a business asset purchase agreement for buying or selling company assets legally.","agreement of purchase and sale of business assets",[193,194,195,196,197,198,199],"business asset sale agreement","asset purchase agreement template word","asset sale agreement template free","business asset purchase contract","asset acquisition agreement","purchase and sale of business assets template","asset purchase agreement free download",true,{"name":202,"credential":203,"reviewed_date":204},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":206,"legal_review_recommended":200,"signature_required":200},"advanced",{"what_it_is":208,"when_you_need_it":209,"whats_inside":210},"An Agreement of Purchase and Sale of Business Assets is a legally binding contract between a buyer and seller that governs the transfer of specific business assets — equipment, inventory, intellectual property, customer lists, and goodwill — from one party to another. Unlike a share purchase, the buyer selects exactly which assets and liabilities to acquire. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF for execution at closing.\n","Use it when buying or selling the operating assets of a business rather than its corporate shares — common in SME acquisitions, franchise resales, and transactions where the buyer wants to avoid inheriting unknown liabilities. It is also used when a company divests a product line, subsidiary, or division without transferring the entire legal entity.\n","Identified purchased assets and excluded assets, purchase price and payment mechanics, assumed and excluded liabilities, representations and warranties from both parties, closing conditions, employee transition provisions, non-compete and non-solicitation covenants, indemnification obligations, and governing law.\n",[212,216,220,224,228,232],{"title":213,"use_case":214,"icon_asset_id":215},"Small business buyers","Acquiring a local business's equipment, inventory, and customer relationships","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Business sellers and retiring owners","Documenting asset transfer terms to protect against post-closing claims","persona-ceo",{"title":221,"use_case":222,"icon_asset_id":223},"M&A advisors and business brokers","Structuring an asset deal for a client while managing due diligence and closing","persona-business-broker",{"title":225,"use_case":226,"icon_asset_id":227},"Startup founders","Acquiring assets from a competitor or distressed business to accelerate growth","persona-startup-founder",{"title":229,"use_case":230,"icon_asset_id":231},"Corporate development teams","Divesting a non-core product line or business unit to a strategic buyer","persona-operations-director",{"title":233,"use_case":234,"icon_asset_id":235},"Franchise operators","Reselling franchise location assets to an incoming franchisee upon exit","persona-franchise-applicant",[237,241,245,249,253,257,261],{"situation":238,"recommended_template":239,"slug":240},"Acquiring an entire company including its legal entity and share structure","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":242,"recommended_template":243,"slug":244},"Buying only specific equipment from a business","Equipment Purchase Agreement","equipment-purchase-agreement-D1146",{"situation":246,"recommended_template":247,"slug":248},"Acquiring intellectual property rights separately from physical assets","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":250,"recommended_template":251,"slug":252},"Purchasing commercial real estate as part of the transaction","Commercial Real Estate Purchase Agreement","real-estate-purchase-agreement-D13234",{"situation":254,"recommended_template":255,"slug":256},"Acquiring a distressed business's assets through an insolvency process","Asset Purchase Agreement (363 Sale / Insolvency)","asset-purchase-agreement-D928",{"situation":258,"recommended_template":259,"slug":260},"Documenting a business sale with seller financing arrangements","Seller Financing Promissory Note","promissory-note-D434",{"situation":262,"recommended_template":263,"slug":264},"Transferring franchise location ownership between operators","Franchise Transfer Agreement","franchise-agreement-D879",[266,269,272,275,278,281,284,287,290,293,296,299],{"term":267,"definition":268},"Asset Purchase","A transaction in which the buyer acquires specific named assets of a business rather than its shares or ownership entity.",{"term":270,"definition":271},"Purchased Assets","The specific assets itemized in the agreement that transfer from seller to buyer at closing — equipment, IP, inventory, contracts, and goodwill.",{"term":273,"definition":274},"Excluded Assets","Assets the seller retains and does not transfer to the buyer, such as cash, certain receivables, or assets unrelated to the acquired business.",{"term":276,"definition":277},"Assumed Liabilities","Obligations the buyer expressly agrees to take on at closing — typically specific contracts, leases, or vendor agreements listed in a schedule.",{"term":279,"definition":280},"Excluded Liabilities","All liabilities not expressly assumed by the buyer, which remain the seller's responsibility — the primary advantage of an asset deal over a share deal.",{"term":282,"definition":283},"Representations and Warranties","Factual statements made by each party about the business, its assets, and their authority to complete the transaction, upon which the other party relies.",{"term":285,"definition":286},"Indemnification","A contractual obligation requiring one party to compensate the other for losses arising from a breach of representations, warranties, or covenants.",{"term":288,"definition":289},"Closing Conditions","Prerequisites that must be satisfied before the transaction is legally complete — such as regulatory approvals, lien releases, or third-party consents.",{"term":291,"definition":292},"Goodwill","The intangible value of a business above its net tangible assets, reflecting customer relationships, brand reputation, and market position.",{"term":294,"definition":295},"Bulk Sale / Bulk Transfer","A transfer of a major portion of a business's inventory or assets outside the ordinary course — subject to creditor-notification statutes in some jurisdictions.",{"term":297,"definition":298},"Non-Compete Covenant","A post-closing restriction preventing the seller from operating a competing business within a defined geography and time period.",{"term":300,"definition":301},"Earnout","A portion of the purchase price paid to the seller after closing, contingent on the acquired business meeting defined revenue or performance targets.",[303,308,313,318,323,328,333,338,343,348],{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Identification of parties and recitals","Names the buyer and seller as legal entities, describes the nature of the business being sold, and sets out the intent of the agreement.","This Agreement of Purchase and Sale of Business Assets is entered into as of [DATE] between [SELLER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer').","Using a trade name instead of the seller's registered legal entity name. If the entity name does not match title records for the assets, the transfer may be defective and require corrective filings.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Schedule of purchased assets","An exhaustive list — usually in a schedule — of every asset being transferred: tangible assets, inventory, contracts, IP, permits, customer lists, and goodwill.","The Purchased Assets shall include all assets listed in Schedule A, including but not limited to: (i) equipment and machinery listed in Exhibit A-1; (ii) inventory as of the Closing Date; (iii) the trade name '[BUSINESS NAME]'; (iv) customer and supplier lists; and (v) goodwill.","Using catch-all language ('all assets of the business') without a detailed schedule. Ambiguity about what transferred creates post-closing disputes over specific items and can void the transfer of assets that require individual assignment.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Excluded assets","Explicitly identifies assets the seller keeps — cash and cash equivalents, personal property, specific receivables, and assets unrelated to the business.","Notwithstanding the foregoing, the Purchased Assets shall not include: (i) all cash and cash equivalents; (ii) accounts receivable outstanding as of the Closing Date; (iii) the assets listed in Schedule B ('Excluded Assets').","Omitting an excluded-assets schedule entirely. Without it, disputes arise over whether specific items — company vehicles, personal equipment, pending receivables — were included in the sale price.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Purchase price and payment mechanics","States the total consideration, how it is calculated (lump sum, adjusted for inventory, or earnout-based), the deposit amount, and the payment method at closing.","The aggregate purchase price for the Purchased Assets is $[AMOUNT] ('Purchase Price'), subject to the inventory adjustment set out in Section [X]. At Closing, Buyer shall pay $[CLOSING AMOUNT] by wire transfer, with $[DEPOSIT] having been paid upon execution of this Agreement.","No mechanism for a working capital or inventory adjustment at closing. If inventory levels change between signing and closing, a fixed price overpays or underpays by a material amount.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Assumed and excluded liabilities","Defines exactly which liabilities the buyer takes on (typically specific listed contracts and leases) and explicitly states that all other liabilities remain with the seller.","Buyer assumes only the liabilities listed in Schedule C ('Assumed Liabilities'). Except as expressly set out in Schedule C, Buyer does not assume and shall have no liability for any obligation or liability of Seller, whether known or unknown, arising before or after the Closing Date.","Vague assumed-liabilities language such as 'ordinary course obligations.' Courts have found that broad language inadvertently includes liabilities the buyer never intended to assume, including employment claims and vendor disputes.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Representations and warranties","Both parties make factual statements on which the other relies: the seller warrants title to assets, absence of undisclosed liabilities, and accuracy of financial statements; the buyer warrants capacity and financing.","Seller represents and warrants that: (i) Seller has good and marketable title to all Purchased Assets, free and clear of all liens and encumbrances except as listed in Schedule D; (ii) the Financial Statements fairly present the financial condition of the Business; (iii) no material adverse change has occurred since [DATE].","Seller reps that are too broad without a disclosure schedule to qualify them. Representations made without qualification expose the seller to indemnity claims for items the buyer could have discovered in due diligence.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Closing conditions and pre-closing covenants","Lists what must happen before the deal closes — third-party consents, lien releases, regulatory approvals, continued operation of the business in the ordinary course, and delivery of closing documents.","The obligations of each party to consummate the transactions are conditioned upon: (i) all consents listed in Schedule E having been obtained; (ii) no material adverse change having occurred; (iii) Seller having obtained releases of all liens on the Purchased Assets; and (iv) delivery of all closing documents.","No material adverse change (MAC) condition. Without one, the buyer is obligated to close even if the business deteriorates significantly between signing and closing.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Employee transition provisions","Addresses which employees the buyer offers to hire, any obligations to notify or consult with employees, and the allocation of pre-closing employee liabilities such as accrued wages and severance.","Buyer shall offer employment to the employees listed in Schedule F on terms no less favorable than their current compensation. Seller shall be solely responsible for all employment liabilities, including accrued wages, vacation pay, and severance, accrued prior to the Closing Date.","No clear allocation of accrued vacation pay and pending employment claims. Buyer inheriting unquantified employee liabilities is one of the most common post-closing surprises in SME asset deals.",{"name":344,"plain_english":345,"sample_language":346,"common_mistake":347},"Non-compete and non-solicitation covenants","Restricts the seller from competing with the acquired business or soliciting its customers and employees for a defined period and within a defined geography after closing.","For a period of [X] years following the Closing Date, Seller shall not, within [GEOGRAPHIC AREA], directly or indirectly carry on, be engaged in, or be financially interested in any business that competes with the Business, nor solicit any customer or employee of the Business.","Setting the non-compete duration at more than three years or the geography broader than the seller's actual operating territory. Courts apply a reasonableness test, and overbroad covenants are struck down entirely rather than narrowed in many jurisdictions.",{"name":349,"plain_english":350,"sample_language":351,"common_mistake":352},"Indemnification and survival","Defines each party's obligation to compensate the other for losses from breaches of representations, warranties, or covenants, and how long those obligations survive after closing.","Seller shall indemnify Buyer against all losses arising from: (i) any breach of Seller's representations, warranties, or covenants; (ii) any Excluded Liability. The representations and warranties shall survive Closing for a period of [X] months, except for Fundamental Representations, which shall survive indefinitely.","No indemnification cap or basket (deductible). Without a cap, a seller faces unlimited post-closing liability; without a basket, the buyer can pursue indemnification for trivial claims that erode goodwill and burden both parties.",[354,359,364,369,374,379,384,389],{"step":355,"title":356,"description":357,"tip":358},1,"Identify and describe both parties as legal entities","Enter the full registered legal names of the buyer and seller — not trade names or owner names — along with their entity types and states or provinces of incorporation. Include the date of the agreement.","Run a corporate registry search for each party to confirm the exact legal name and that the entity is in good standing before execution.",{"step":360,"title":361,"description":362,"tip":363},2,"Build Schedule A — the purchased assets list","Create a detailed, itemized schedule of every asset transferring to the buyer. Group assets by category: tangible assets and equipment (with serial numbers where possible), inventory, intellectual property, contracts, permits, and goodwill. Attach supporting lists as sub-exhibits.","A physical walk-through of the business premises during due diligence is the most reliable way to build a complete tangible-asset schedule — cross-reference against the seller's fixed-asset register.",{"step":365,"title":366,"description":367,"tip":368},3,"Define excluded assets and excluded liabilities","List in Schedule B every asset the seller retains — cash, receivables, personal property, unrelated equipment. List in Schedule C only those liabilities the buyer expressly assumes. Everything else is automatically excluded.","Defaulting to 'buyer assumes no liabilities except those listed' is the safest starting position. Expand the assumed list only after reviewing each item individually.",{"step":370,"title":371,"description":372,"tip":373},4,"Set the purchase price and adjustment mechanism","Enter the total consideration, the deposit amount, and the closing payment. If inventory is part of the deal, include a closing-date inventory count procedure and a price adjustment formula tied to variance from a target inventory value.","For businesses with significant inventory, conduct a physical count within 48 hours of closing and use that count as the final adjustment figure rather than relying on the seller's records.",{"step":375,"title":376,"description":377,"tip":378},5,"Populate the representations and warranties with disclosure schedules","Review each seller representation and attach a disclosure schedule that qualifies any statement that is not fully accurate. Common disclosure items include pending litigation, liens on assets, and contracts requiring consent to assign.","The disclosure schedule is a negotiated document, not a formality — a seller who discloses a known issue cannot be sued for it post-closing, which is why both sides should take it seriously.",{"step":380,"title":381,"description":382,"tip":383},6,"List closing conditions and required consents","Identify every third-party consent needed to assign contracts, leases, and permits. Enter these in Schedule E. Include a MAC condition and specify what constitutes a material adverse change for this particular business.","Landlord consent to assign a commercial lease is the condition that most frequently delays or kills small business asset closings — obtain it as early in the process as possible.",{"step":385,"title":386,"description":387,"tip":388},7,"Draft the employee transition and non-compete terms","List in Schedule F which employees the buyer intends to offer employment. Set the non-compete duration and geographic scope proportionate to the nature of the business — two years and the seller's actual trading territory is a typical starting point.","In Canada, the EU, and California, post-sale non-competes face additional scrutiny. In those jurisdictions, tie the covenant to a reasonable payment or confirmed goodwill allocation to strengthen enforceability.",{"step":390,"title":391,"description":392,"tip":393},8,"Set indemnification caps, baskets, and survival periods","Negotiate an indemnification cap (typically 10–30% of purchase price for general reps, 100% for fundamental reps) and a deductible basket (typically 0.5–1% of purchase price). Set survival periods of 12–24 months for general representations and indefinite survival for title, authority, and tax reps.","Fundamental representations — title to assets, authority to sell, no undisclosed liabilities — should always survive indefinitely regardless of the cap on general indemnification.",[395,399,403,407,411,415],{"mistake":396,"why_it_matters":397,"fix":398},"No itemized asset schedule","Catch-all language transfers ambiguous ownership and triggers post-closing disputes over specific pieces of equipment, IP, and contracts. Some assets require individual assignment to transfer valid title.","Attach a detailed Schedule A with every asset grouped by category. For equipment, include serial numbers and model details. For IP, list registrations and application numbers.",{"mistake":400,"why_it_matters":401,"fix":402},"Assuming liabilities without a defined list","Vague assumed-liabilities language has caused buyers to inherit employment claims, tax assessments, and environmental obligations they never intended to take on — sometimes worth more than the assets themselves.","Use an express assumption model: Schedule C lists every assumed liability by name and amount. Everything not on the list is automatically excluded, regardless of whether it relates to the business.",{"mistake":404,"why_it_matters":405,"fix":406},"No inventory adjustment mechanism","A business with $200,000 in target inventory that closes with $150,000 on hand still generates a full payment under a fixed-price contract, overpaying the seller by $50,000.","Include a closing-date physical inventory count procedure and a dollar-for-dollar price adjustment tied to the variance between actual and target inventory value.",{"mistake":408,"why_it_matters":409,"fix":410},"Overbroad non-compete scope","Non-compete covenants that run five years or cover entire countries are routinely struck down as unreasonable, leaving the buyer with no protection against the seller reopening a competing business immediately.","Limit the non-compete to the seller's actual operating geography and a two-to-three-year term. Tie it explicitly to the goodwill purchased to reinforce enforceability.",{"mistake":412,"why_it_matters":413,"fix":414},"No MAC (material adverse change) closing condition","Without a MAC condition, the buyer is legally obligated to close even if the business loses its largest customer, suffers a fire, or faces regulatory action between signing and closing.","Include a MAC condition defining what constitutes a material adverse change for this specific business — referencing revenue thresholds, key customer retention, and asset condition.",{"mistake":416,"why_it_matters":417,"fix":418},"Signing without verifying lien status on assets","A buyer who closes without confirming all liens have been released can acquire assets that are still subject to a secured creditor's interest — meaning the creditor can repossess them post-closing.","Run UCC, PPSA, or equivalent security interest searches on the seller and all transferred assets before closing, and require lien releases as a condition of closing in Schedule E.",[420,423,426,429,432,435,438,441,444],{"question":421,"answer":422},"What is an agreement of purchase and sale of business assets?","It is a legally binding contract between a buyer and a seller that governs the transfer of specific named assets from a business — equipment, inventory, intellectual property, customer lists, contracts, and goodwill — from the seller to the buyer for an agreed purchase price. Unlike a share purchase, the buyer does not acquire the seller's legal entity or its historical liabilities, only the assets expressly listed in the agreement.\n",{"question":424,"answer":425},"What is the difference between an asset purchase and a share purchase?","In an asset purchase, the buyer acquires specific assets and assumes only the liabilities it expressly agrees to take on. In a share purchase, the buyer acquires the entire legal entity — including all of its liabilities, known and unknown. Buyers generally prefer asset deals because they avoid inheriting undisclosed liabilities. Sellers often prefer share deals for tax reasons, since capital gains treatment on shares is frequently more favorable than on individual assets.\n",{"question":427,"answer":428},"What assets are typically included in a business asset sale?","Tangible assets such as equipment, machinery, furniture, and inventory are the most common. Intangible assets — trade names, trademarks, patents, customer lists, supplier relationships, non-compete agreements, and goodwill — are often the most valuable. Contracts and leases may also transfer if the counterparty consents. Cash, accounts receivable, and assets unrelated to the business are typically excluded.\n",{"question":430,"answer":431},"Do I need a lawyer for an asset purchase agreement?","For any asset purchase above $50,000, having a lawyer review the agreement is strongly recommended. Asset purchases involve title transfer mechanics, lien searches, tax allocation elections, third-party consents, and indemnification structures that vary significantly by jurisdiction and transaction size. A template provides the framework, but a qualified lawyer helps identify deal-specific risks — such as environmental liabilities, pending litigation, or employment obligations — that a general template cannot anticipate.\n",{"question":433,"answer":434},"What liabilities does the buyer assume in an asset sale?","In a properly structured asset sale, the buyer assumes only the liabilities expressly listed in Schedule C of the agreement. All other liabilities — pre-closing tax assessments, employment claims, vendor disputes, and undisclosed obligations — remain with the seller. This is the primary reason buyers prefer asset deals over share deals when the seller's liability history is uncertain or complex.\n",{"question":436,"answer":437},"How is the purchase price typically structured in a business asset sale?","Most asset sales use a combination of a fixed closing payment and one or more adjustments. A working capital or inventory adjustment trues up the price based on actual asset levels at closing. Larger transactions may include an earnout — a portion of the price paid post-closing based on revenue or EBITDA performance over 12–36 months. A seller note or seller financing arrangement is common in SME deals where the buyer cannot fully fund the acquisition at closing.\n",{"question":439,"answer":440},"What is a bulk sale notice and when is it required?","Bulk sale or bulk transfer laws — which remain in force in some US states and Canadian provinces — require a seller transferring a major portion of business inventory or assets outside the ordinary course to notify creditors in advance. Failure to comply can allow the seller's creditors to void the transfer and claim the assets. A lawyer should confirm whether bulk sale requirements apply in the relevant jurisdiction before closing.\n",{"question":442,"answer":443},"How are employees handled in a business asset sale?","In an asset sale, the buyer is not legally obligated to hire any of the seller's employees — employment does not transfer automatically as it does in some share transactions. The agreement typically lists the employees the buyer intends to offer employment, and the seller is responsible for any employment liabilities accrued before the closing date — including accrued wages, vacation pay, and any statutory severance owed upon termination. In some jurisdictions, specific employment transition obligations apply when a business transfer occurs.\n",{"question":445,"answer":446},"How long should a non-compete clause last in an asset purchase agreement?","Two to three years is the most commonly enforced range for post-sale non-competes in North American and UK jurisdictions. The geographic scope should match the seller's actual operating territory — a regional retailer's non-compete covering the entire continent will not survive a reasonableness challenge. Non-competes tied to a goodwill allocation in the purchase price are generally more enforceable than standalone restrictions because they have clearer consideration.\n",[448,452,456,460,464,468],{"industry":449,"icon_asset_id":450,"specifics":451},"Retail and Hospitality","industry-retail","Inventory valuation and physical count mechanics, liquor and food-service license transfer, and lease assignment consent from the landlord are the three most deal-critical elements in retail and restaurant asset sales.",{"industry":453,"icon_asset_id":454,"specifics":455},"Manufacturing","industry-manufacturing","Environmental representations about site contamination and equipment condition are heavily negotiated; buyers typically require Phase I environmental assessments and equipment appraisals as closing conditions.",{"industry":457,"icon_asset_id":458,"specifics":459},"Technology / SaaS","industry-saas","IP assignment for software, source code, domain names, and data assets requires separate assignment agreements and may trigger third-party software license consent obligations not covered by a general asset schedule.",{"industry":461,"icon_asset_id":462,"specifics":463},"Professional Services","industry-professional-services","Client relationship goodwill is the dominant asset and hardest to transfer; non-solicitation and transition service obligations — including the seller introducing the buyer to key clients — are often more valuable than any physical asset.",{"industry":465,"icon_asset_id":466,"specifics":467},"Healthcare","industry-healthtech","Patient records, Medicare and Medicaid provider numbers, and clinical equipment certifications each require separate regulatory consent or re-enrollment processes that must be addressed as closing conditions in the agreement.",{"industry":469,"icon_asset_id":470,"specifics":471},"Food and Beverage","industry-food-beverage","Health permits, supplier contracts, branded recipes, and commercial kitchen equipment are the core assets; alcohol license transfers involve regulatory timelines that typically set the closing date, not the parties.",[473,476,480,483],{"vs":239,"vs_template_id":474,"summary":475},"D{SHARE_PURCHASE_AGREEMENT_ID}","A share purchase agreement transfers ownership of the entire legal entity — shares, assets, and all liabilities, known and unknown. An asset purchase agreement transfers only named assets and only expressly assumed liabilities. Buyers prefer asset deals to avoid inherited liabilities; sellers often prefer share deals for favorable capital gains tax treatment. The choice typically depends on the size of the transaction and the seller's liability profile.",{"vs":477,"vs_template_id":478,"summary":479},"Letter of Intent (Business Acquisition)","letter-of-intent-to-purchase-business-D12529","A letter of intent is a non-binding preliminary document that records the agreed deal terms — price, structure, and key conditions — before the parties invest in full due diligence and legal drafting. The asset purchase agreement is the binding closing document that supersedes it. The LOI creates negotiating momentum; the asset purchase agreement creates legal obligations.",{"vs":107,"vs_template_id":481,"summary":482},"bill-of-sale-D12519","A bill of sale transfers title to specific personal property — a vehicle, piece of equipment, or inventory lot — in a single transaction without the representations, warranties, covenants, indemnification, or conditions precedent of an asset purchase agreement. Use a bill of sale for simple, low-value transfers of individual items; use an asset purchase agreement for multi-asset business acquisitions where post-closing obligations and liability allocation matter.",{"vs":484,"vs_template_id":485,"summary":486},"Business Purchase Agreement (Goodwill Only)","D{GOODWILL_PURCHASE_AGREEMENT_ID}","A goodwill-only purchase agreement transfers the intangible value of a business — brand, customer relationships, and reputation — without physical assets. An asset purchase agreement covers both tangible and intangible assets. When a buyer is acquiring a service business whose primary value is client relationships and a trade name, a combined agreement covering all asset categories is typically more appropriate than a goodwill-only instrument.",{"use_template":488,"template_plus_review":492,"custom_drafted":496},{"best_for":489,"cost":490,"time":491},"Asset sales under $75,000 with straightforward tangible assets, no employees, and no complex IP or lease obligations","Free","2–4 hours to complete; 1–2 weeks to negotiate and execute",{"best_for":493,"cost":494,"time":495},"SME asset deals from $75,000 to $500,000 involving inventory adjustments, lease assignments, and employee transitions","$750–$2,500 for a lawyer review and negotiation of key terms","2–4 weeks",{"best_for":497,"cost":498,"time":499},"Transactions above $500,000, deals with significant IP, environmental risk, healthcare licensing, or cross-border elements","$3,000–$15,000+ depending on complexity and transaction size","4–10 weeks",[501,506,511,516],{"code":502,"name":503,"flag_asset_id":504,"note":505},"us","United States","flag-us","Buyers and sellers must file IRS Form 8594 to allocate the purchase price across asset classes — the allocation affects depreciation for the buyer and gain characterization for the seller. UCC-1 lien searches should be run on the seller in every state where assets are located before closing. Bulk sale laws have been repealed in most states but remain in force in a small number — confirm applicability before closing. California imposes specific wage and hour successor liability that survives an asset sale in some circumstances.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"ca","Canada","flag-ca","Buyers must conduct PPSA (Personal Property Security Act) searches in each province where assets are located to identify security interests that survive an asset sale. GST/HST applies to most asset transfers, with elections available under section 167 of the Excise Tax Act to zero-rate the sale of a business as a going concern — both parties must file the election jointly. Ontario and other provinces retain bulk sales notification requirements in specific circumstances. Employment Standards Act liabilities for accrued vacation and statutory severance must be expressly allocated between the parties.",{"code":512,"name":513,"flag_asset_id":514,"note":515},"uk","United Kingdom","flag-uk","TUPE (Transfer of Undertakings (Protection of Employment) Regulations 2006) may apply to business asset transfers, requiring the buyer to take on the seller's employees on their existing terms and conditions — this is a significant departure from North American asset deal mechanics and requires specific employment law advice. Stamp duty land tax applies to any real property included in the transaction. VAT treatment of the sale depends on whether the transaction qualifies as a Transfer of a Going Concern (TOGC), which can zero-rate the supply if specific conditions are met.",{"code":517,"name":518,"flag_asset_id":519,"note":520},"eu","European Union","flag-eu","The EU's Acquired Rights Directive, implemented nationally in each member state, generally requires employee contracts to transfer automatically in business asset transfers — buyers cannot avoid inherited employment obligations by structuring as an asset deal to the extent TUPE or equivalent national law applies. GDPR imposes specific obligations on the transfer of customer and employee personal data: a data protection impact assessment and appropriate legal bases for transfer are required. VAT treatment varies by member state but TOGC equivalents are available in most jurisdictions. France, Germany, and Spain each have mandatory creditor-notification requirements before completing a major asset transfer.",[522,523,524,260,525,256,526,527,528,529,523,530],"letter-of-intent-for-purchase-of-computer-equipment-D1148","bill-of-sale-D1229","non-disclosure-agreement-nda-D12692","general-non-compete-agreement-D882","checklist-customer-due-diligence-D13916","employment-agreement_at-will-employee-D541","independent-contractor-agreement-D160","lease-agreement-D1179","business-report-D12762",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":133,"secondary_folder":533,"document_type":534,"industry":535,"business_stage":536,"tags":537,"confidence":543},"equity-and-mergers","agreement","general","exit",[538,539,540,541,542],"m-and-a","buyer","seller","legal","asset-purchase",0.95,"\u003Ch2>What is an Agreement of Purchase and Sale of Business Assets?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Purchase and Sale of Business Assets\u003C/strong> is a legally binding contract that governs the transfer of specific named assets from a seller's business to a buyer for an agreed purchase price. Rather than acquiring the seller's corporate entity and its full liability history — as occurs in a share purchase — the buyer selects exactly which assets to acquire (equipment, inventory, intellectual property, customer lists, contracts, permits, and goodwill) and expressly assumes only the liabilities it chooses. The agreement defines every material dimension of the transaction: what transfers, what stays, how the price is calculated and paid, what the seller represents about the business, and what happens after closing if problems surface.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written asset purchase agreement, both sides of a business sale are exposed to claims that can far exceed the transaction value. A buyer who closes on a handshake has no contractual basis to recover losses from undisclosed liens on equipment, unresolved employment claims, or a seller who reopens a competing business the following week. A seller without a written agreement has no protection against post-closing demands that specific assets were not delivered or that the business was misrepresented. The indemnification, representation, and liability-exclusion mechanics in a properly drafted agreement are what make an asset sale structurally different — and buyer-protective — compared to acquiring shares. This template gives buyers and sellers a complete, attorney-ready framework that covers every standard element of an asset acquisition, reducing the cost and time of legal drafting while ensuring nothing critical is left to chance.\u003C/p>\n",1778773565419]