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An Asset Purchase Agreement (APA) is a contract that spells out the terms of the sale in precise detail. It is a legally binding agreement that formalizes the price, deal structure, terms, and other aspects of the transaction. All in all, it is one of the most important legal documents during the acquisition process.
There are two core methods to buy or sell a business: an asset purchase or a share purchase. An asset purchase requires the sale of individual assets. A share purchase requires the purchase of 100 percent of the shares of a company, effectively transferring all of the company's assets and liabilities to the purchaser.
Typically, the buyer starts by sending a signed PSA to the seller. If the seller accepts the terms, they will sign it.
What is an asset purchase agreement? 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.
In an asset sale the seller is the business as a whole (whether this is a limited company, LLP, individual or a partnership) rather than the individuals of that entity. Although an assets sale can be seen as simpler due diligence is still required followed by the negotiating and drafting of the asset sale agreement.
The asset purchase agreement is typically prepared by the buyer's lawyer. However, it is important to have the agreement reviewed by a business lawyer to ensure that all assets are properly transferred and that the purchase price is fair.
In most cases, the buyer`s attorney will draft the APA. This is because the buyer is the party that is taking on the risk associated with the purchase of the assets. The attorney will ensure that the APA includes all of the necessary terms to protect the buyer`s interests.