[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-rolllover-agreement-assets-D907":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is 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: [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: [COMPLETE ADDRESS] WHEREAS [COMPANY NAME] is the registered and beneficial owner of [NUMBER] common shares in the capital of the Purchaser, said shares representing [PERCENTAGE %] of the issued and outstanding shares of the capital of the Purchaser; WHEREAS the Vendor has purchased on [EFFECTIVE DATE], from [COMPANY NAME] all of the latter's assets (the \"Assets\") used in connection with the operation of a manufacturing of adjustable [SPECIFY] enterprise at [FULL ADDRESS], in the city of [NAME OF THE CITY], Province of [STATE/PROVINCE], better known under the corporate name and style of [COMPANY NAME] (hereinafter referred to as the \"Enterprise\"); WHEREAS the Vendor has agreed to sell and the Purchaser has agreed to purchase all of the Assets in consideration of a purchase price representing the fair market value of the Assets payable by (i) the assumption by the Purchaser of certain liabilities of the Vendor and (ii) the issuance of Class B shares in the capital of the Purchaser on the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained the parties hereto hereby agree as follows: PURCHASE AND SALE The Vendor hereby sells, conveys and transfers and the Purchaser hereby purchases the Assets for the purchase price set forth in Article [NUMBER] hereof. PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the purchase price payable to the Vendor for the Assets (the \"Purchase Price\") shall be an amount equal to their fair market value as listed in Schedule A hereto. PAYMENT OF PURCHASE PRICE The Purchase Price is paid and satisfied (i) by the assumption by the Purchaser of those liabilities of the Vendor listed in Schedule B hereto (the \"Liabilities\") and (ii) by the issuance to the Vendor of [NUMBER] Class B shares in the capital of the Purchaser (the \"Payment Shares\"), as fully paid, having an aggregate redemption value equal to the excess of the Purchase Price over the Liabilities. INCOME TAX ELECTIONS The Purchaser shall make all tax elections that the Vendor may reasonably require. In particular, the Vendor and the Purchaser shall, where applicable execute and file joint elections pursuant to subsection [SPECIFY] of the Income Tax Act ([COUNTRY]) and article [NUMBER] of the Taxation Act ([STATE/PROVINCE]) (collectively, the \"Act\") in prescribed form and within the prescribed time. Such elections shall be prepared by the accounting firm of [COMPANY NAME]. These joint elections shall provide the elected amount in respect of a particular Asset to be the lesser of the fair market value and cost amount of that particular Asset. PRICE ADJUSTMENT CLAUSE It is the intention of the parties that the aggregate Redemption Value (as defined in the rights, restrictions, terms and conditions attaching to the Class B Shares) of the Payment Shares issued to the Vendor by the Purchaser pursuant to [SPECIFY] hereof shall be equal to the aggregate fair market value of the Assets (less the principal amount of the Liabilities) and the parties expressly acknowledge and agree to the adjustment mechanisms applicable to the Redemption Price set forth in the terms attaching to the Class B Shares as if expressly incorporated herein. VENDOR'S REPRESENTATIONS AND WARRANTIES The Vendor hereby represents and warrants to the Purchaser that: the Vendor is the owner of the Assets free of all hypothecs, liens, charges, security interests, adverse claims, pledges and other encumbrances whatsoever; this Agreement is a valid and binding obligation of the Vendor;",null,"Rolllover Agreement Assets","6",55,"doc","https://templates.business-in-a-box.com/imgs/1000px/rolllover-agreement_assets-D907.png","https://templates.business-in-a-box.com/imgs/250px/907.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#907.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"rolllover agreement assets","Rolllover Agreement Assets Template","https://templates.business-in-a-box.com/imgs/400px/907.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Equity & Mergers","/templates/equity-and-mergers/",[34,38,42,46,50,54,58,62,66,70,74,78,82,99,117,133,148,162],{"label":35,"url":36,"thumb":37,"extension":10},"Rollover Agreement Values Assets with Surplus Account","/template/rollover-agreement-values-assets-with-surplus-account-D909","https://templates.business-in-a-box.com/imgs/250px/909.png",{"label":39,"url":40,"thumb":41,"extension":10},"Assignment of Assets","/template/assignment-of-assets-D938","https://templates.business-in-a-box.com/imgs/250px/938.png",{"label":43,"url":44,"thumb":45,"extension":10},"Fixed Assets Policy","/template/fixed-assets-policy-D13978","https://templates.business-in-a-box.com/imgs/250px/13978.png",{"label":47,"url":48,"thumb":49,"extension":10},"Agreement of Purchase and Sale of Business Assets","/template/agreement-of-purchase-and-sale-of-business-assets-D318","https://templates.business-in-a-box.com/imgs/250px/318.png",{"label":51,"url":52,"thumb":53,"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":55,"url":56,"thumb":57,"extension":10},"Board Resolution Approving Sale of Assets","/template/board-resolution-approving-sale-of-assets-D48","https://templates.business-in-a-box.com/imgs/250px/48.png",{"label":59,"url":60,"thumb":61,"extension":10},"Board Resolution Approving Acquisition of Business Assets","/template/board-resolution-approving-acquisition-of-business-assets-D34","https://templates.business-in-a-box.com/imgs/250px/34.png",{"label":63,"url":64,"thumb":65,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":67,"url":68,"thumb":69,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":71,"url":72,"thumb":73,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":75,"url":76,"thumb":77,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":79,"url":80,"thumb":81,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":91,"keywords":97,"url":98},"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},[92,94],{"label":17,"url":93},"business-legal-agreements",{"label":95,"url":96},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":115,"url":116},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), 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: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), 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 is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[109,112],{"label":110,"url":111},"Finance & Accounting","finance-accounting",{"label":113,"url":114},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":131,"url":132},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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: [COMPANY NAME] (the \"Assignee\"), a company 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 \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[127,128],{"label":17,"url":93},{"label":129,"url":130},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":146,"url":147},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":142,"description":6},"letter of intent_acquisition of business",[144,145],{"label":17,"url":93},{"label":17,"url":93},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":149,"descriptionCustom":6,"label":150,"pages":136,"size":137,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":161},"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","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":155,"description":6},"non disclosure agreement nda",[157,158],{"label":17,"url":93},{"label":159,"url":160},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":137,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":176},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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 SHAREHOLDER NAME] (the \"First Shareholder\"), 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] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), 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] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), 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] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":170,"description":6},"shareholders agreement",[172,173],{"label":17,"url":93},{"label":174,"url":175},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",false,{"seo":179,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":254,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":458,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":519,"classification":520},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Rollover Agreement (Assets) Template | Free Word Download","Free rollover agreement template for transferring assets in a business sale or reorganization.","rollover agreement assets template",[184,185,186,187,188,189],"asset rollover agreement","rollover equity agreement template","business asset rollover template word","rollover agreement free download","asset transfer rollover agreement","rollover agreement business sale",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":177},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Rollover Agreement (Assets) is a legally binding contract used in business acquisitions, mergers, and corporate reorganizations to document the transfer — or \"rollover\" — of specified assets from a selling party into a new or acquiring entity, often in exchange for equity or deferred consideration rather than immediate cash. This free Word download gives you a structured, attorney-ready starting point covering asset identification, valuation, rollover mechanics, representations, and closing conditions, which you can edit online and export as PDF.\n","Use it when a seller in an M&A transaction is retaining a stake in the post-closing entity by contributing assets rather than receiving full cash proceeds, or when a corporate reorganization requires specific assets to be transferred between affiliated entities as part of a tax-advantaged restructuring. It is also used in private equity buyouts where management or founders roll over equity in the form of contributed assets.\n","Asset identification schedules, rollover valuation methodology, mechanics of the contribution and exchange, representations and warranties from both parties, conditions to closing, tax treatment acknowledgments, and post-closing covenants such as restrictions on transfer of the received equity interest.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Business owners selling to private equity","Rolling over a portion of business assets in exchange for equity in the acquiring vehicle","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"M&A attorneys","Documenting asset contribution mechanics as part of a broader acquisition closing package","persona-attorney",{"title":211,"use_case":212,"icon_asset_id":213},"Corporate CFOs","Structuring an internal reorganization that transfers assets between affiliates tax-efficiently","persona-cfo",{"title":215,"use_case":216,"icon_asset_id":217},"Private equity sponsors","Requiring management to roll over assets as a condition of deal participation and alignment","persona-private-equity",{"title":219,"use_case":220,"icon_asset_id":221},"Startup founders","Contributing IP or other assets into a newly formed holding entity as part of a recapitalization","persona-startup-founder",{"title":223,"use_case":224,"icon_asset_id":225},"Tax advisors and CPAs","Supporting clients with documentation required for a tax-deferred asset rollover under applicable code sections","persona-accountant",[227,231,235,238,242,246,250],{"situation":228,"recommended_template":229,"slug":230},"Rolling over equity interests rather than hard assets","Rollover Equity Agreement","shared-equity-agreement-D12875",{"situation":232,"recommended_template":233,"slug":234},"Transferring assets between affiliated entities in a reorganization","Intercompany Asset Transfer Agreement","asset-transfer-and-sale-agreement-brand-D861",{"situation":236,"recommended_template":84,"slug":237},"Full outright sale of assets with no rollover component","asset-purchase-agreement-D928",{"situation":239,"recommended_template":240,"slug":241},"Seller retaining a note rather than equity on the rollover","Seller Financing Agreement","financing-agreement-D877",{"situation":243,"recommended_template":244,"slug":245},"Contributing IP specifically into a new entity","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":247,"recommended_template":248,"slug":249},"Management team rolling personal assets into a buyout vehicle","Management Rollover Agreement","rollover-agreement-many-value-provision-options-D908",{"situation":251,"recommended_template":252,"slug":253},"Real property being contributed to a new entity in a 1031-adjacent structure","Real Property Contribution Agreement","deed-of-sale-real-estate-property-D1172",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Rollover","The act of contributing assets or equity into a new or acquiring entity in exchange for an ownership interest rather than cash proceeds.",{"term":259,"definition":260},"Contributed Assets","The specific assets — tangible or intangible — that the rolling party transfers to the acquiring or new entity as their consideration in the transaction.",{"term":262,"definition":263},"Rollover Equity","Equity interests in the post-closing entity received by the seller or contributor in exchange for the contributed assets.",{"term":265,"definition":266},"Tax Basis","The original cost or adjusted value of an asset for tax purposes; a rollover can preserve carryover basis or establish a new stepped-up basis depending on how the transaction is structured.",{"term":268,"definition":269},"Section 721 Exchange","A US tax provision allowing a partner to contribute property to a partnership in exchange for a partnership interest without recognizing immediate taxable gain.",{"term":271,"definition":272},"Representations and Warranties","Factual statements made by each party about themselves and the assets, on which the other party relies to proceed with the transaction.",{"term":274,"definition":275},"Closing Conditions","Specific requirements — regulatory approvals, third-party consents, satisfactory due diligence — that must be satisfied before the rollover becomes effective.",{"term":277,"definition":278},"Lock-Up Period","A post-closing restriction preventing the rollover equity holder from transferring or selling the received equity interest for a defined period.",{"term":280,"definition":281},"Carryover Basis","When the contributing party's original tax basis in the contributed assets carries through to their new equity interest, deferring taxable gain recognition.",{"term":283,"definition":284},"Earnout","Additional contingent consideration payable to the seller based on the future performance of the business or the contributed assets post-closing.",{"term":286,"definition":287},"Indemnification","A contractual obligation by one party to compensate the other for losses arising from a breach of the agreement or the representations made within it.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and Recitals","Identifies the contributing party (seller or existing owner), the receiving entity (new or acquiring company), and any intermediate holding vehicles, and explains the commercial purpose of the rollover.","This Rollover Agreement (Assets) ('Agreement') is entered into as of [DATE] by and between [CONTRIBUTOR LEGAL NAME] ('Contributor') and [ACQUIRING ENTITY LEGAL NAME] ('Acquiror'). Contributor desires to contribute the Contributed Assets to Acquiror in exchange for [X] units of [CLASS] equity of Acquiror, as further described herein.","Using trade names instead of the full registered legal entity names for each party. If the entity name on the agreement does not match the entity receiving or granting the equity, title to the assets and the equity interest may both be defective.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Identification and Schedule of Contributed Assets","Precisely defines every asset being rolled over — by description, serial number, account number, or registration — and attaches a schedule listing each one with its agreed valuation.","The assets listed on Schedule A attached hereto ('Contributed Assets') are hereby contributed by Contributor to Acquiror as of the Closing Date. Schedule A sets forth a complete and accurate description of each Contributed Asset, including its agreed fair market value as of [VALUATION DATE].","Describing assets broadly (e.g., 'all business assets') rather than listing them with specificity. Ambiguity in the asset schedule leads to disputes over which assets transferred, particularly for intangibles like IP, customer lists, or software licenses.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Valuation Methodology","States how each contributed asset was valued — independent appraisal, agreed formula, or third-party report — and what happens if the parties dispute a valuation.","The agreed fair market value of each Contributed Asset shall be as set forth on Schedule A, determined by [INDEPENDENT APPRAISER NAME / METHODOLOGY]. In the event of a valuation dispute, the parties shall engage a mutually agreed third-party appraiser within [15] business days of written notice of dispute.","Omitting a dispute resolution mechanism for valuation disagreements. Without one, a post-closing valuation dispute can void the equity issuance or trigger litigation over the rollover ratio.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Rollover Mechanics and Equity Issuance","Sets out exactly what equity consideration the contributor receives in exchange for the assets — class, amount, percentage, unit price — and the steps required to formally issue it.","In full consideration for the contribution of the Contributed Assets, Acquiror shall issue to Contributor [NUMBER] [CLASS] units of Acquiror, representing [X]% of Acquiror's fully diluted equity as of the Closing Date ('Rollover Equity'). The Rollover Equity shall be issued pursuant to and subject to the terms of the [OPERATING AGREEMENT / SHAREHOLDERS AGREEMENT] dated [DATE].","Failing to specify whether the equity percentage is calculated on a fully diluted or issued-and-outstanding basis. This single ambiguity routinely causes disputes when future option pools or warrants dilute the rollover holder's stake.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Representations and Warranties of the Contributor","The contributor's factual statements confirming they own the assets free of liens, have authority to transfer them, and are not aware of any claims or litigation affecting the assets.","Contributor represents and warrants to Acquiror that: (a) Contributor has full legal and beneficial title to the Contributed Assets, free and clear of all Encumbrances; (b) Contributor has the full power and authority to execute and perform this Agreement; and (c) no consent, approval, or authorization of any third party is required for the contribution of the Contributed Assets other than as set forth on Schedule B.","Omitting a representation about third-party consents. Many asset categories — software licenses, government contracts, and commercial leases — require landlord or counterparty consent before they can be assigned. Missing this creates post-closing disputes and stranded assets.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representations and Warranties of the Acquiror","The acquiring entity's confirmations that it is duly organized, authorized to issue the equity, and that the equity will be validly issued when delivered.","Acquiror represents and warrants to Contributor that: (a) Acquiror is duly organized, validly existing, and in good standing under the laws of [STATE/JURISDICTION]; (b) the issuance of the Rollover Equity has been duly authorized; and (c) upon issuance, the Rollover Equity will be validly issued, fully paid, and non-assessable.","Not confirming that the equity issuance has been authorized by the Acquiror's governing body (board or managers) before signing. Issuing equity without board authorization is void or voidable in most jurisdictions.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Conditions to Closing","Lists what must be true or completed before the asset transfer is effective — board approvals, regulatory filings, third-party consents, and satisfactory due diligence on the assets.","The obligations of each party to consummate the transactions contemplated herein are conditioned upon: (a) all required third-party consents listed on Schedule B having been obtained; (b) no governmental authority having issued an injunction preventing the transaction; and (c) each party's representations and warranties being true and correct in all material respects as of the Closing Date.","Drafting conditions so broadly that either party can walk away for minor technical failures. Conditions should be limited to matters material to the deal, with a cure period for remediable failures.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Tax Treatment and Acknowledgments","Documents the parties' intended tax characterization of the rollover — typically a tax-deferred contribution — and each party's acknowledgment that they have received independent tax advice.","The parties intend that the contribution of the Contributed Assets be treated as a tax-deferred contribution pursuant to Section [721 / 351] of the Internal Revenue Code (or equivalent applicable provision). Each party acknowledges that it has had the opportunity to obtain independent tax advice and that Acquiror makes no representation as to the tax consequences of this transaction to Contributor.","Omitting the tax characterization clause entirely. If the agreement is silent, the IRS or CRA may characterize the rollover as a taxable sale, triggering immediate gain recognition on the full fair market value of the assets.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Lock-Up and Transfer Restrictions","Restricts the contributor from selling, pledging, or transferring the received equity for a defined post-closing period, and specifies any permitted exceptions such as transfers to affiliates or estate planning vehicles.","Contributor shall not Transfer all or any portion of the Rollover Equity for a period of [18] months following the Closing Date ('Lock-Up Period'), without the prior written consent of Acquiror. Permitted Transfers to Contributor's wholly owned affiliates or immediate family members (for estate planning purposes only) are excepted from the Lock-Up Period, provided the transferee executes a joinder to this Agreement.","No lock-up at all, or a lock-up with no permitted transfer exceptions. An absolute restriction with no carve-out for estate planning or affiliate transfers is often unenforceable or creates hardship that prompts litigation.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Indemnification and Survival","Defines each party's obligation to compensate the other for losses caused by a breach of the agreement or misrepresentation, and states how long the representations survive closing.","Contributor shall indemnify and hold harmless Acquiror from any Losses arising from (a) any breach of Contributor's representations or warranties herein, or (b) any Encumbrance on a Contributed Asset existing prior to the Closing Date. Representations and warranties shall survive the Closing for a period of [24] months, except that those relating to title and authority shall survive indefinitely.","Setting survival periods shorter than the statute of limitations for the most likely claims. A 12-month survival cap on title representations, for example, can leave the acquiror without recourse if a lien surfaces 13 months after closing.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify and name all parties with their full legal entity names","Enter the full registered name and jurisdiction of organization for each party — contributor, acquiror, and any intermediate holding entity. Do not use trade names or DBAs.","Pull entity names directly from the relevant secretary of state or corporate registry filing to avoid mismatches that can affect title transfer.",{"step":346,"title":347,"description":348,"tip":349},2,"Prepare and attach Schedule A — the contributed asset list","List every asset being rolled over with a specific description, unique identifier (serial number, registration, or account number), and agreed fair market value. For intangible assets, include the jurisdiction of registration and registration number.","For software and IP assets, confirm in advance whether the underlying license or registration is transferable — many require third-party consent before they can be contributed.",{"step":351,"title":352,"description":353,"tip":354},3,"Document the valuation methodology","State whether values in Schedule A were determined by independent appraisal, agreed formula, or mutual consent, and attach the supporting appraisal report or valuation memorandum.","For tax-deferred rollovers, the IRS and CRA scrutinize asset valuations closely. An independent appraisal is worthwhile for any asset contribution exceeding $250,000.",{"step":356,"title":357,"description":358,"tip":359},4,"Specify the rollover equity consideration","Enter the exact class, number of units or shares, and fully diluted ownership percentage the contributor will receive. Reference the governing equity document (operating agreement or shareholder agreement) by name and date.","Confirm with the acquiror's cap table manager that the equity issuance is authorized and that the post-rollover ownership percentages are reflected accurately before signing.",{"step":361,"title":362,"description":363,"tip":364},5,"Complete the representations and warranties sections","Review each representation carefully and prepare Schedule B listing any exceptions — third-party consents required, known encumbrances, or pending litigation affecting any contributed asset.","An accurate and complete Schedule B of exceptions is more valuable than clean reps. Undisclosed issues discovered post-closing trigger indemnification claims that could exceed the value of the rollover equity.",{"step":366,"title":367,"description":368,"tip":369},6,"Set the conditions to closing","List all regulatory filings, third-party consents, and board approvals that must be obtained before the transfer is effective. Set a long-stop date by which all conditions must be satisfied or waived.","Build in at least 30 days of buffer between the expected closing date and the long-stop date to accommodate regulatory or consent delays.",{"step":371,"title":372,"description":373,"tip":374},7,"Insert the intended tax characterization","State the specific IRC or equivalent code section under which the parties intend the rollover to be treated as tax-deferred. Attach any tax opinion or advisor acknowledgment.","Have a qualified tax advisor review this clause before execution — a single word change can shift the transaction from tax-deferred to fully taxable.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before the effective closing date","Both parties must sign and date the agreement before the assets are transferred. Countersign any equity documents simultaneously so the contribution and issuance are contemporaneous.","Use a signing order that ensures the equity issuance document and the asset contribution are executed at the same moment. Sequential signing with a gap creates risk that the contribution occurs without valid equity consideration.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Vague or incomplete asset schedules","An asset described as 'all customer relationships' or 'the business software' with no further detail creates immediate post-closing disputes about what actually transferred, especially for intangibles with multiple components.","List every asset with its unique identifier, jurisdiction, registration number (for IP), and agreed value. If in doubt, include it on the schedule — omission is harder to cure than over-inclusion.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting the intended tax characterization","Without an explicit tax treatment clause, tax authorities may recharacterize the rollover as a fully taxable sale, triggering immediate gain recognition on the entire fair market value of the contributed assets — often a six-figure surprise.","Insert the applicable code section (e.g., IRC Section 721 or Section 351 in the US) and have a qualified tax advisor confirm the structure meets the statutory requirements before closing.",{"mistake":390,"why_it_matters":391,"fix":392},"No third-party consent analysis on Schedule B","Software licenses, government contracts, commercial leases, and regulated permits frequently contain anti-assignment clauses. Transferring them without consent voids the assignment and can terminate the underlying agreement entirely.","Audit every contributed asset for assignability before signing. List all required consents on Schedule B and make obtaining them a condition to closing.",{"mistake":394,"why_it_matters":395,"fix":396},"Equity percentage stated on issued rather than fully diluted basis","If a promised 15% stake is calculated on issued shares and an existing option pool covers another 20% of fully diluted equity, the contributor's real economic stake is materially less than represented — a common source of post-closing litigation.","Specify the equity percentage on a fully diluted basis and attach the post-closing cap table as a schedule so both parties see the dilution effect at signing.",{"mistake":398,"why_it_matters":399,"fix":400},"Survival periods shorter than the statute of limitations","A 12-month rep survival cap means a lien discovered 13 months post-closing has no contractual remedy, leaving the acquiror to pursue common-law claims that are slower, more expensive, and uncertain.","Set general rep survival at 24 months, fundamental reps (title, authority, capitalization) at indefinite or the full statute of limitations, and tax reps at the applicable tax statute of limitations plus 90 days.",{"mistake":402,"why_it_matters":403,"fix":404},"No lock-up clause or an absolute lock-up with no permitted transfers","An absent lock-up lets the contributor immediately flip the received equity, undermining the alignment rationale of the rollover. An absolute lock-up with no estate-planning carve-out is often challenged as an unreasonable restraint on alienation.","Include an 18–36 month lock-up with standard permitted transfer carve-outs for affiliates and estate planning, conditioned on the transferee executing a joinder to the agreement.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a rollover agreement for assets?","A rollover agreement for assets is a legally binding contract that documents the transfer of specified assets from a seller or existing owner into a new or acquiring entity — typically in exchange for equity in that entity rather than cash. It is commonly used in M&A transactions, private equity buyouts, and corporate reorganizations where the contributor wants to maintain an economic stake in the post-closing business while potentially deferring the tax recognition on the transferred assets.\n",{"question":410,"answer":411},"When is a rollover agreement used in an acquisition?","In a typical private equity acquisition, the buyer pays cash for most of the business but requires the seller to roll over a portion — often 10–30% of their proceeds — into equity of the new holding company. A rollover agreement documents that contribution, the equity received, and the restrictions on that equity. It signals the seller's continued alignment with the business and is often a condition of deal approval.\n",{"question":413,"answer":414},"What is the difference between a rollover agreement and an asset purchase agreement?","An asset purchase agreement documents the outright sale of assets for cash or other fixed consideration. A rollover agreement documents the contribution of assets into an entity in exchange for equity — the contributor becomes an owner of the receiving entity rather than receiving a check. The two documents often coexist in the same M&A closing package when a seller is receiving partial cash and rolling over the remainder.\n",{"question":416,"answer":417},"Is a rollover of assets taxable?","In the US, a properly structured contribution of assets to a partnership in exchange for a partnership interest is generally tax-deferred under IRC Section 721, and a contribution to a corporation may qualify for tax-deferred treatment under IRC Section 351 if the contributor controls the corporation immediately after the contribution. However, there are exceptions and conditions — boot received, liabilities assumed, and built-in gain rules can all trigger partial recognition. Always consult a qualified tax advisor before completing a rollover transaction.\n",{"question":419,"answer":420},"What assets can be rolled over in this type of agreement?","Virtually any asset can be contributed — tangible property such as equipment and inventory, intangible assets such as IP, trademarks, and customer lists, financial assets such as accounts receivable, and real property. The key constraints are assignability (some assets require third-party consent to transfer) and the tax characterization of each asset class (different asset types may have different gain recognition consequences at rollover).\n",{"question":422,"answer":423},"Does a rollover agreement need to be notarized?","Generally no — a rollover agreement for assets does not typically require notarization to be legally effective in most jurisdictions. However, if the contributed assets include real property, certain jurisdictions require a notarized deed of transfer in addition to the rollover agreement. Check the recording requirements in every jurisdiction where contributed real property is located before closing.\n",{"question":425,"answer":426},"What happens if the rollover equity loses value after closing?","The rollover agreement typically does not provide price protection or downside guarantees on the received equity. The contributor becomes an equity holder subject to the same risks as other owners. Some transactions include a price adjustment mechanism, earnout, or put right that gives the contributor a floor value on the rollover equity, but these are negotiated deal terms, not default provisions. Review the operating or shareholders agreement alongside the rollover agreement for any such protections.\n",{"question":428,"answer":429},"How long does a rollover lock-up period typically last?","Lock-up periods in rollover agreements typically run 18 to 36 months post-closing, though PE-backed transactions sometimes extend to the expected hold period of the sponsor — often 4 to 6 years. Shorter lock-ups of 12 months are more common when the rollover contributor is a passive minority holder rather than a continuing manager. Permitted transfer exceptions for estate planning and affiliate transfers are standard regardless of duration.\n",{"question":431,"answer":432},"Can a rollover agreement be used in a tax-free reorganization?","Yes. In a statutory merger or reorganization qualifying under IRC Sections 368 or 351, a rollover agreement can document the mechanics of how assets are contributed to the surviving or new entity and what equity is received in exchange. The tax-free treatment depends on meeting specific statutory requirements — including continuity of interest and continuity of business enterprise tests — and the rollover agreement must be consistent with the overall transaction structure reviewed by tax counsel.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"Private Equity and Investment","industry-private-equity","Management and seller rollovers are a standard PE deal mechanic; the agreement governs equity class, lock-up, tag-along rights, and drag-along obligations specific to the fund's holding structure.",{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","IP, source code, and customer data are the primary contributed assets; assignability of software licenses and SaaS subscription agreements requires careful pre-closing consent analysis.",{"industry":443,"icon_asset_id":444,"specifics":445},"Real Estate","industry-real-estate","Property contributions into REITs or operating partnerships use UPREIT structures with specific Section 721 requirements; local recording and transfer tax exemptions must be confirmed in each property jurisdiction.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing","industry-manufacturing","Equipment, machinery, and government contracts are common contributed assets; UCC lien searches and consent from equipment lenders are prerequisites to a clean asset transfer.",{"industry":451,"icon_asset_id":452,"specifics":453},"Professional Services","industry-professional-services","Client relationships, work-in-progress, and proprietary methodologies are the key assets; client consent obligations under engagement letters must be reviewed and addressed before the rollover closes.",{"industry":455,"icon_asset_id":456,"specifics":457},"Healthcare","industry-healthtech","Regulatory licenses, Medicare and Medicaid provider agreements, and patient records are subject to strict assignment rules; CMS approval and state health department notice requirements add pre-closing steps not present in other industries.",[459,462,466,470],{"vs":84,"vs_template_id":460,"summary":461},"asset-purchase-agreement-D905","An asset purchase agreement is an outright sale of assets for cash or fixed consideration with no ongoing ownership by the seller. A rollover agreement involves the contributor receiving equity rather than cash, maintaining an ownership stake in the post-closing entity. The two documents frequently coexist in the same closing when a seller receives partial cash and rolls over the remainder.",{"vs":463,"vs_template_id":464,"summary":465},"Share Purchase Agreement","share-purchase-agreement-D906","A share purchase agreement transfers ownership of an entire company through its equity rather than its underlying assets. A rollover agreement transfers specific identified assets and issues new equity in the receiving entity in exchange. Asset rollovers allow the parties to select which assets transfer and leave liabilities behind; share purchases transfer the entire legal entity including all liabilities.",{"vs":467,"vs_template_id":468,"summary":469},"Equity Rollover Agreement","D{EQUITY_ROLLOVER_ID}","An equity rollover agreement has the seller contribute their existing equity interest — shares or units — rather than underlying assets into the new entity. An asset rollover agreement contributes the physical, financial, or intangible assets directly. The distinction matters for title transfer mechanics, third-party consents, and tax treatment, which differ between equity and asset contributions.",{"vs":244,"vs_template_id":471,"summary":472},"intellectual-property-assignment-agreement-D13484","An IP assignment agreement transfers ownership of a specific intellectual property right outright for fixed consideration. A rollover agreement may include IP as one of several contributed assets in exchange for equity in a broader transaction. When IP is the primary or sole asset being contributed, a standalone IP assignment is often more appropriate and easier to record with patent and trademark offices.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Internal reorganizations between wholly owned affiliates where tax and title risk is low and the contributed assets are clearly defined","Free","2–4 hours",{"best_for":479,"cost":480,"time":481},"Third-party M&A rollovers, PE-backed transactions, or contributions of IP and regulated assets where tax deferral is intended","$1,000–$3,000 for attorney and tax advisor review","3–7 business days",{"best_for":483,"cost":484,"time":485},"Complex multi-asset rollovers, cross-border transactions, UPREIT structures, or deals exceeding $1M in asset value where full legal and tax diligence is required","$5,000–$20,000+","2–6 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","IRC Section 721 governs tax-deferred contributions to partnerships; Section 351 applies to contributions to corporations. Both require strict compliance — including no boot exceeding basis and, for Section 351, 80% control immediately after contribution. State-level transfer taxes and UCC filing requirements vary by state and must be addressed for each asset class and location. California and New York impose additional documentary transfer taxes on real property contributions.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Section 85 of the Income Tax Act allows a tax-deferred rollover of eligible property to a taxable Canadian corporation at an elected amount, deferring accrued gains. The election requires a joint CRA filing within the prescribed deadline. Provincial land transfer taxes apply to real property contributions and vary significantly between Ontario, British Columbia, and Quebec. Quebec civil law treats asset transfers differently from common-law provinces, requiring additional notarial steps for certain asset categories.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","HMRC's incorporation relief under TCGA 1992 s.162 and business asset rollover relief under s.152 may apply to asset contributions into companies or partnerships, depending on the nature of the assets and the transaction structure. Stamp Duty Land Tax applies to transfers of UK real property; Stamp Duty Reserve Tax may apply to transfers of UK securities. Employment-related securities rules apply if the rollover equity is received in connection with employment.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","The EU Merger Directive provides tax deferral for asset contributions in qualifying cross-border reorganizations between EU member states, but national implementation varies. VAT treatment of the asset transfer depends on whether the contribution qualifies as a transfer of a going concern (TOGC), which is VAT-exempt in most member states if properly structured. GDPR compliance is required for any customer data or personal data included in the contributed assets, with data processing agreements potentially required before transfer.",[237,508,509,510,511,512,513,514,515,516,517,518],"share-purchase-agreement-deemed-dividend-D342","intellectual-property-assignment-D5229","letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","shareholders-agreement-D1016","operating-agreement-D12798","checklist-customer-due-diligence-D13916","indemnification-agreement-D13016","promissory-note-D434","business-report-D12762","merger-agreement-D12659",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":93,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"equity-and-mergers","agreement","general","exit",[526,527,528,529,530],"m-and-a","equity","rollover-agreement","asset-transfer","acquisition",0.95,"\u003Ch2>What is a Rollover Agreement (Assets)?\u003C/h2>\n\u003Cp>A \u003Cstrong>Rollover Agreement (Assets)\u003C/strong> is a legally binding contract that governs the transfer of specified assets — tangible, intangible, or financial — from a contributing party into a new or acquiring entity in exchange for an equity interest in that entity rather than immediate cash consideration. It is most commonly used in private equity acquisitions, where a selling business owner contributes a portion of their assets into the post-closing holding company to maintain an economic stake in the business going forward, and in corporate reorganizations, where assets move between affiliates as part of a tax-advantaged restructuring. The agreement precisely identifies the contributed assets, documents the valuation methodology, specifies the equity issued in exchange, and establishes the representations, closing conditions, tax treatment, and post-closing transfer restrictions that govern the arrangement.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted rollover agreement, an asset contribution in an M&A or reorganization context creates significant legal and tax exposure for both parties. The contributing party risks having the transfer characterized as a fully taxable sale by the IRS or CRA — generating an immediate tax bill on the full fair market value of the assets even though no cash was received. The acquiring entity risks taking assets with undisclosed liens, missing third-party consents on critical licenses and contracts, and issuing equity that was never validly authorized. Post-closing disputes over what assets actually transferred, what equity percentage was promised, and what restrictions apply to the rollover equity are among the most common — and most expensive — M&A litigation scenarios. A signed rollover agreement with complete asset schedules, documented tax characterization, and clear equity terms eliminates these risks at closing and provides a definitive reference if disputes arise later. This template gives you the structural framework attorneys and advisors expect to see in a rollover closing package, reducing drafting time and ensuring no critical clause is overlooked.\u003C/p>\n",1779480716670]