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The Model Asset Purchase Agreement with Commentary PDF in Houston is a comprehensive legal document designed for the sale of business assets between a seller and a buyer. This agreement details the specific assets being purchased, such as equipment, inventory, and goodwill, and outlines the liabilities assumed by the buyer. Key features include clear sections on the purchase price, payment terms, security interests, and representation and warranties of both parties. Users are instructed to modify the agreement to fit their specific circumstances, deleting any non-applicable provisions. The form also includes various conditions that must be met for the transaction to proceed, emphasizing the need for proper documentation at closing. This document is particularly useful for attorneys, partners, owners, associates, paralegals, and legal assistants involved in business transactions, providing a structured framework for asset sales while ensuring legal compliance and safeguarding both parties' interests.
The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets. Therefore, they are both different transactions and have different procedures.
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