Business Asset Purchase and Sale Agreement (A147)

Who can use this Agreement for Sale and Purchase?

Anyone who wants to buy or sell a business or the assets comprising all or part of a business can use this Business Asset Purchase and Sale Agreement.

Where the shares in the company are being sold, use our document A186

What is this Agreement for?

A sale and purchase agreement (often known as an SPA) is a very practical document.  It contains a list of the different types of assets being sold and the purchase price. It also has warranties from the seller about the accuracy and completeness of the information.

What are the main issues?

• Identifying the assets included in the sale and any that are excluded
• The price and its calculation: this may include stock and other items that have to be valued and agreed before the sale is completed.
• Payment terms.  The purchaser may want these to include withholding part of the price for some months.
• Warranties: the seller will give warranties about the business as well as a disclosure letter that e.g. refers to any claims or problems that the buyer should know about.  And the buyer needs to get access on a confidential basis to do their own due diligence on the business, accounts and other records.
• Completion: details of the action needed when the deal is finalised should be set out: handing over documents, transfers of contracts, employment issues etc. need to be considered carefully.
• Notifying customers and suppliers can be important for continuity and this needs a co-operative approach between seller and buyer.
• Restrictions on completion or poaching of staff are often imposed on the seller.

What detailed terms does the Agreement contain?

This eleven page document contains 14 clauses covering

• definitions
• sale and purchase
• consideration
• conduct of business before completion
• completion
• action after completion
• debts and liabilities
• contracts and employees
• apportionments
• warranties
• confidentiality
• notices
• law and jurisdiction
• a general clause addressing further assurance, variation, the scope of the agreement, representation, severability, assignment and third party rights.

For more information on each of these sections, see our Explanatory Notes  which you will  receive when you download the document from our website.

If you have any questions about a contract and/or want to see these Notes before you buy, please let us know by using our contact form

For information on signing documents see our Contract Signing page

When I download the document, can I change it and/or use it more than once?

Yes, all ContractStore’s templates are in MS Word and you can use the contract on more than one project. For more information, watch the video on this page of our website or see our FAQs

Legal support

ContractStore supplies templates and is not a law firm.  But experienced lawyers have written all our templates.  So, we can arrange legal assistance for customers who need special terms in one of our documents or a bespoke template. . For more information see our Legal Services page.

Contract author:  Giles Dixon

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