A guide to asset purchase agreements


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert
Practice notes

A guide to asset purchase agreements


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert

Practice notes
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This Practice Note provides an overview of the agreement for the purchase of some or all of a company's assets (the APA).

See Precedent: asset purchase agreement—pro-buyer—corporate seller—conditional—long form.

The APA records the terms by which the buyer agrees to purchase from the seller the assets of the target business (the Assets) and is the key document in any asset purchase transaction. The buyer agrees to pay the seller the purchase price for the acquisition of the Assets (the Consideration) in return for which the seller transfers the title in the Assets by the appropriate mechanism (which will depend on the type of asset being transferred).

Certain assets can be transferred by delivery and the APA will be sufficient in itself to transfer such assets but other types of asset will require additional documentation to transfer them to the buyer. As only the assets that are specifically referred to in the APA will be transferred, care should be taken in defining these assets in the APA. The buyer will not acquire any assets (or liabilities)

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Jurisdiction(s):
United Kingdom
Key definition:
Asset purchase agreement definition
What does Asset purchase agreement mean?

An agreement which enables a buyer to purchase only those assets and liabilities that it requires from a business.

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