Asset Purchase and Sale Agreement (US115)

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This agreement is designed for use where two parties are involved in the purchase/sale of assets of a business.

This twenty-nine page agreement contains 20 clauses covering

  • purchase and sale of assets
  • purchase price
  • assumption of liabilities
  • closing
  • labor and employment matters
  • loss, destruction, condemnation or damage to assets
  • taxes/fees, other expenses and prorations, etc.
  • other agreements of the parties
  • real estate
  • representations and warranties of the seller
  • representations and warranties of the buyer
  • conditions to the obligation of the buyer to close
  • conditions to the obligation of the seller to close
  • operation of business prior to closing; cooperation
  • indemnification by the seller
  • indemnification by the buyer
  • termination of agreement
  • choice of law; dispute resolution
  • the scope of the agreement; modification/waiver
  • a miscellaneous clause detailing survival of representations and warranties, covenant of further assurances, force majeure, notices, governing language, headings, assignment, severability, counterparts and knowledge of the parties.

This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions.

It includes language relating to the transfer of real estate, which can be deleted if not needed. It is intended for use in any state in the United States.


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