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An asset purchase agreement (APA) is a legal contract in which a seller spells out to a buyer exactly what assets are being sold. An APA not only describes the assets to be purchased but also important details like price, warranties, and breach of contract.
An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.
An asset purchase agreement usually has major headings dealing with the following: The specific assets being sold and how they will be transferred. The purchase price and how it has to be paid. Obligations of the seller and purchaser prior to or after the closing of the transaction.
For example, there may be a risk of a potential future liability. If so, the seller should request indemnities to ensure they are reimbursed for any losses by the buyer. Because of these nuances, it is essential to get an asset purchase agreement drafted by a legal professional.
All business contracts should include fundamentals such as: The date of the contract. The names of all parties or entities involved. Payment amounts and due dates. Contract expiration dates. Potential damages for breach of contract, missed deadlines or incomplete services.