this example can give you a better idea of the structure and conditions of an apa. in order to prevent the seller from participating in the contest or interfering in the business after closing, a non-compete obligation and a confidentiality agreement may be required. the main advantage of buying assets is that a buyer can choose the assets and liabilities they want to acquire. for example, if it is a transaction that constitutes seller financing, the buyer can transfer part of the purchase price at closing and at the same time sign a promissory note for the rest of the purchase price. closing conditions should define what is necessary to complete the purchase or sale of the business or assets of the business, including terms and contingencies. here are the parts of an asset purchase agreement that you may want to include in your document.
if no deposit is required for the next step, check the box for the declaration “a deposit from the buyer is not required”. if a deposit is required but the buyer is not entitled to a return, in case of cancellation of the sale, check the box “non-refundable”. if the assets mentioned in this agreement are “refundable”, select the second check box instruction after the check box instruction “a deposit is required.. if this item is selected, it will be indicated that if this sale is terminated without advancement, the buyer is entitled to a refund of his deposit. this agreement applies only to the purchase of assets referred to in the agreement and does not cover the company`s liabilities. in the case of an asset sale, the biggest closing condition is usually related to competition from a thorough due diligence phase. 01902154 (registered in england and wales) delaware drive, tongwell, milton keynes mk15 8jh (registered office) t: 01908 218111 e: contactus@dawsongroup.co.uk
in addition to any other remedies available at law or in equity for any default under the asset transfer agreement, the repurchase option shall be specifically enforceable by general motors and its successors and assigns. “bill of sale and assignment and assumption agreement” means the bill of sale and assignment and assumption agreement to be entered into between seller and purchaser in the form attached hereto as exhibit a. “facility ff&e” means the furniture, fixtures and equipment and other personal property located at the facility as of the date of this agreement other than the excluded facility assets. “hiring date” means (a) for each current employee, the date such current employee becomes an employee of purchaser in accordance with section 6.2(a), and (b) for each other employee, the date on which such other employee becomes an employee of purchaser or any of its affiliates. “purchaser benefit plan” means each employee benefit plan that is maintained, administered or contributed to by purchaser or its affiliates in respect of the operation of the facility after the closing and that covers the transferred employees or any other employees of purchaser or any of its affiliates similarly situated to the transferred employees. “seller benefit plan” means each employee benefit plan that is maintained, administered or contributed to by seller or its relevant affiliates in respect of the conduct of business at the facility and covered or covers any employee. at and as of the closing, purchaser shall assume, be responsible for, waive any and all claims against seller for, and pay, perform and discharge (or cause its applicable affiliates to pay, perform and discharge) when due, the following liabilities of seller and its affiliates (collectively, the “assumed obligations”): (a) all liabilities to or with respect to the employees to be assumed by purchaser or its affiliates as provided and to the extent set forth in article vi; (b) all assumed environmental liabilities; (c) all taxes, fees and other amounts assessed against or arising with respect to the transferred assets to the extent they relate to any tax period (or portion thereof) beginning on or after the date of this agreement; (d) any transfer taxes; (e) all liabilities arising under the contracts included in the transferred assets to the extent arising on or after the date of this agreement; and (f) all other liabilities to the extent relating to the transferred assets other than retained obligations. purchaser agrees that seller shall have all rights of a secured creditor under article 9 of the uniform commercial code as in effect from time to time in the state of new york and may exercise any other right, power or remedy granted to seller by this agreement or otherwise permitted by law, either by suit in equity or by action at law or both. except for the express representations and warranties of seller set forth in section 4.1, none of seller, its affiliates or any other person has made any representation or warranty as to the transferred assets, the assumed obligations, this agreement or the related agreements or any other documents or information made available to purchaser by seller. any and all commitment fees or other fees in connection with the financing commitment letters that are payable on or prior to the date hereof have been paid by or on behalf of purchaser. (a) purchaser acknowledges that the seller names are and shall remain the property of seller or its respective affiliates and that nothing in this agreement shall transfer or license, or shall operate as an agreement to transfer or license, any right, title or interest in the seller names to purchaser or any affiliate of purchaser.
notwithstanding anything in this agreement to the contrary, purchaser hereby acknowledges that in the event of any breach or threatened breach of this section 5.1, seller and its affiliates, in addition to any other remedies available to them, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining purchaser or any of its affiliates from any such breach or threatened breach. for the avoidance of doubt, purchaser shall be solely liable and responsible for any costs to remedy such disturbance, impact or interference with such remedial system(s). (g) if the financing commitment letters are amended, replaced, supplemented or otherwise modified, including as a result of obtaining additional equity commitment letters or debt commitment letters in accordance with this section 5.5, or if purchaser substitutes other financing for all or a portion of the financing in accordance with this section 5.5, as applicable, purchaser shall comply with its covenants in this section 5.5 with respect to the financing commitment letters as so amended, replaced, supplemented or otherwise modified and with respect to such other financing to the same extent that purchaser would have been obligated to comply with respect to the financing. following receipt of such notice, purchaser shall promptly provide seller with notice that purchaser (i) agrees to reimburse seller, its affiliates and their respective representatives for any and all such fees, costs and expenses, in which case purchaser shall from time to time, promptly upon request by seller, reimburse seller, any of its affiliates or any of its or their respective representatives for any and all such fees, costs or expenses actually incurred by any of them or (ii) declines to reimburse seller, its affiliates and their respective representatives for such fees, costs and expenses, in which case seller, its affiliates and their respective representatives shall be excused from providing cooperation or assistance with respect to the required financing or providing any information to be utilized in connection therewith. purchaser agrees that neither seller nor any of its affiliates shall have any liability whatsoever to purchaser arising out of or relating to the failure to obtain any closing permit or consent that may be required in connection with the transactions contemplated by this agreement. purchaser further agrees that the transferred employees shall be eligible to participate in any future benefit plans adopted or maintained by purchaser or its affiliates in which other similarly situated employees of purchaser or its affiliates are eligible to participate. except as otherwise expressly provided to the contrary in this article vi, purchaser shall be liable and responsible for all liabilities and obligations in respect of benefits accrued on and after the date of this agreement, by transferred employees under the purchaser benefit plans, and neither seller nor any of its affiliates shall have any liability with respect thereto. all transactions and deliveries required to be made or completed at the closing pursuant to the terms of this agreement shall be deemed to occur concurrently and none shall be deemed completed unless all are completed or are otherwise waived in a writing signed by seller and purchaser. to the extent permitted by law, any amounts payable under section 8.2 or 8.3 shall be treated by seller and purchaser as an adjustment to the purchase price. unless otherwise provided herein, this agreement may not be amended or waived except in a written instrument signed by the parties and which references the specific section of this agreement which is to be amended or waived. purchaser hereby waives compliance by seller and its affiliates with the provisions of the laws of any jurisdiction relating to a bulk sale or transfer of assets that may be applicable to the transfer of the transferred assets. each party shall indemnify the other party and its affiliates against, be liable to the other party and its affiliates for and hold the other party and its affiliates harmless from, any and all losses incurred or suffered by each such person for any brokers’ or finders’ fees or other commissions arising with respect to brokers, finders, financial advisors or other persons retained or engaged by such indemnifying party or any of its affiliates (or claiming to have been retained or engaged thereby) in respect of the transactions contemplated by this agreement.
an asset purchase agreement is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company’s assets. it’s important to note in an apa transaction, it is not necessary for the buyer to purchase all of the assets of the company. this asset transfer agreement (this “agreement”), dated as of , is entered into by and between fs investment corporation (the “seller”) and this asset sale, purchase and transfer agreement (this “agreement”) is made whereas, buyer desires to acquire certain assets and business operations asset transfer agreement means any asset transfer agreement between the issuer and one or more sellers of railcars, in form and substance satisfactory to, transfer of ownership agreement sample, transfer of ownership agreement sample, equipment transfer agreement template, business ownership transfer agreement pdf, simple asset purchase agreement pdf.
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