This form provides that the purchaser has agreed to buy and acquire from the seller, and the seller transfers and sells to the purchaser all of the seller's right, title, and interest in and to the assets listed on Exhibit A. The seller further agrees to execute and deliver any other documents or instruments as shall reasonably be requested by the purchaser to effectuate the transactions listed in the agreement.
Iowa Model Asset Purchase and Sale Agreement
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State:
Multi-State
Control #:
US-8-01-STP
Format:
Word;
Rich Text
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How to fill out Model Asset Purchase And Sale Agreement?
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FAQ
The asset purchase agreement is typically drafted by the buyer and seller of the assets. However, in some cases, it may be handled by an attorney.
What is an Asset Purchase? Asset purchases, also known as asset sales, occur between a seller and buyer of a company's assets, including facilities, vehicles, equipment, stock, and inventory. Buyers and sellers use an asset purchase agreement to govern the terms of the transfer or sale.
An acquisition is a transaction whereby companies, organizations, and/or their assets are acquired for some consideration by another company. Some examples of acquisitions include: Google's $50 million acquisition of Android in 2005. Pfizer's $90 billion acquisition of Warner-Lambert in 2000.
Asset Sale Checklist List of Assumed Contracts. List of Liabilities Assumed. Promissory Note. Security Agreement. Escrow Agreement. Disclosure of Claims, Liens, and Security Interests. List of Trademarks, Trade Names, Assumed Names, and Internet Domain Names. Disclosure of Licenses and Permits.
In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. This could include equipment, fixtures, furniture, licenses, trade secrets, trade names, accounts payable and receivable, and more.
Definitions of the words and terms to be used in the legal instrument. Terms and conditions of the sale and purchase of the assets, including purchase price and terms of the purchase (full payment at close, down payment, subsequent payments, etc.) Terms and conditions of the closing of the agreement, if any.
In an asset purchase, the buyer will only buy certain assets of the seller's company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.
In making an asset sale, the seller remains as the legal owner of the entity. At the same time, the buyer purchases individual assets of the company, such as equipment, licenses, goodwill, customer lists, and inventory.