How To Create An Asset Purchase Agreement? Essentials Of An Asset Purchase Agreement
Before we get into the details of an asset purchase agreement, we must first know what a purchase agreement is. A purchase agreement is a contract legally binding the buyers and the sellers entering into it.
What Does Asset Mean?
The word asset in legal and business means anything that has value and is owned by either party entering into the agreement. It should belong to the company or the business and not to the people personally. An asset may mean cash inventory and other current assets, such as real estate equipment. Asset may even be in intangible forms, such as contracts, patents, and copyrights. A business keeps reports of all of its assets on a balance sheet.
An asset purchase agreement or an asset sale agreement is a written legal document that declares the purchase of a business and all other significant business assets.
They can be very illegal, and financial implications are associated with these agreements. Therefore you can hire a corporate lawyer to help you draft these critical documents to get you the best deal. They can ensure that you are entering into a fair agreement. An agreement drafted properly will be enforceable under the law.
What Is An Asset Purchase Agreement?
In simple terms, an asset purchase agreement takes place when a buyer agrees to buy certain things from a company, like licenses, equipment, properties, or even the entire business. This buyer also takes the risks and liabilities that come with what they bought. When the purchase is made, the ownership of the asset moves from the old owner to the new one. Business laws, local, national, or international, govern the rules and formalities involved in the agreement of asset purchases.
Creating An Asset Purchase Agreement: What Are Its Components?
An asset purchase agreement can be used for a variety of reasons. It brings a certain degree of flexibility in transactions and is sometimes a significant component in joint ventures.
So How Does The Asset Purchase Agreement Work?
When a business wishes to enter into a purchase of an asset, it notifies the company selling of its intentions to buy it.
The letter of intent
The notifications sent out to the selling company are known as the letter of intent. These are the following components of a letter of intent:
- There must be value exchanged for assets.
- The transactions must happen within an estimated timeline.
- The buyers must enjoy exclusivity over the asset.
- It should have detailed descriptions of all guarantees.
- It should date all activities that are prohibited.
- There should be details mentions of termination and modification.
Essentials Of An Asset Purchase Agreement
Let us now look at some essentials of these agreements.
- There must be a sale and transfer of specific assets mentioned in the agreement.In this, the seller must agree to sell the assets. The purchaser must be ready to take ownership of these assets.
- The purchaser must pay the price. The purchaser must pay a price for buying the asset from the seller. This also includes taxes or any other additional fees like conveyance charges.
- The seller must guarantee that all statements made in the agreement are true, and the buyer must also verify the facts.
- There can be conditions present in the agreement. The purchaser may be required to hold up their part of the obligations as mentioned in the agreement. These classes may be open to negotiation.
- The seller should have been operating their business according to the laws of the land. They should be up to date with taxes, and debts should have also been paid. Any existing debts may be mentioned to the purchaser before closing the agreement.
- The agreement should be closed on specific terms mentioned in the agreement. The seller must provide all necessary documents to the purchaser.
- The seller must provide notices, payments, or information related to the business to the purchaser. After the agreement is done, they will be prohibited from participating in the purchaser’s business. The purchaser will also be prohibited from engaging in the seller’s business.
- 30 days before the termination, the seller will need formal consent from all parties involved. It can be terminated by mutual consent, breach of warranty, or if the seller becomes insolvent or bankrupt.
- The seller will compensate the purchaser in case of losses, penalties, or suits related to the agreement.
- The agreement becomes effective from the date both parties sign it.
Asset Purchase Agreement: Wrapping Up!
An asset purchase agreement offers various benefits. It helps you determine the structure of the transaction. Only the specified assets in the agreement are transferred, keeping potential legal complications at bay. There is no room for concerns related to minority shareholders.
It also gives easy transferability. Assets can be sold at their fair market value (FMV). Through an asset purchase agreement, both parties are confirmed to be serious buyers and sellers.
We hope you found the article informative! Stay tuned for more informative legal content!