Business Sale Agreement

An asset purchase agreement or APA is a legally binding document that outlines the terms and conditions of the purchase and sale of some or all of a company's assets.terms surrounding any encumbrances or liens on the assets; and. conditions for the closing.

An asset purchase involves the purchase of the selling company's assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company's stock only.

These will include the purchase price, of course, and bills of sale, assignment and assumption agreements, intellectual property assignments, real property transfer documents and so on, as well as any legal opinions, employment agreements, escrow agreement and other ancillary documents.

An asset purchase involves the purchase of the selling company's assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company's stock only.

Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) where company shares, title to assets, and title to liabilities are also sold.

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.

A Purchase Agreement is signed before any property or money is exchanged. It is an agreement between the parties to enter into a future transaction and documents the details of what that transaction will be. A Bill of Sale is signed during or after the exchange of money and property.

Generally, in an asset purchase, the purchasing company is not liable for the seller's debts, obligations and liabilities. But there are exceptions, such as when the buyer agrees to assume the debts, obligation or liabilities in exchange for a lower sales price, for example.