Asset Purchase Agreement

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Section 1 of 210 of 60 answered

Transaction Structure›Parties & Transaction Overview›Purchased Assets…

Transaction Structure2 questions

1. What type of business entity is the company entering into this document?

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2. Is this a simultaneous sign-and-close transaction, or will signing be followed by a delayed closing?

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Parties & Transaction Overview16 questions

3. What state law governs this agreement?

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4. If the business operates or holds significant assets in states other than the governing state, list those states.optional

5. What is the full legal name of the Seller?

6. Does the Seller operate under any trade name, DBA ("doing business as"), or brand name that is different from the legal name?optional

7. What type of entity is the Seller?

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8. What is the Seller's principal address (for formal notices under this agreement)?

9. What is the Seller's email address for formal notices?optional

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10. What member, board, shareholder, spouse, lender, franchisor, or other approvals are required for Seller to lawfully sell these assets?

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11. Does the Seller own 100% of all assets being sold, or are any assets held by affiliates, co-owners, lenders as collateral, lessors, or third parties?

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12. What is the full legal name of the Buyer?

13. What type of entity is the Buyer?

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14. What is the Buyer's principal address (for formal notices under this agreement)?

15. What is the Buyer's email address for formal notices?optional

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16. What entity formation steps, board approvals, financing authorizations, or guaranties are required before Buyer can close?optional

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17. Describe the business being sold - including trade names, industry, locations, revenue model, and the nature of its assets and customers.

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18. What is the anticipated closing date?

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Purchased Assets9 questions

19. Are tangible assets (equipment, machinery, furniture, fixtures, vehicles) included in the sale?

20. Is inventory included in the sale?

21. Are customer lists, client data, CRM records, and/or vendor lists included in the sale?

22. Is intellectual property included in the sale?

23. Which digital assets, online accounts, and software systems are included in the sale?optional

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24. Are any existing contracts, vendor agreements, supplier agreements, or leases being assigned to the Buyer?

25. Is goodwill and going-concern value included in the sale?

26. Are accounts receivable (amounts owed to the business by customers) included in the sale?

27. Which business records, books, and files will transfer to Buyer, and which will Seller retain?optional

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Purchased Assets Schedule1 question

28. Build the master purchased-assets schedule - identify each asset category, transfer document, lien status, and consent requirement.

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Excluded Assets1 question

29. Describe all assets the Seller is specifically retaining and excluding from the sale.

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Assumed Liabilities4 questions

30. What liabilities will the Buyer assume at closing?

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31. How will customer deposits, gift cards, memberships, open orders, prepaid services, and outstanding warranties be handled at closing?

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32. List the categories of liabilities being expressly excluded - specifically retained by Seller.

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33. What liens, UCC financing statements, equipment loans, tax liens, or other encumbrances must be paid off or released at closing to deliver clear title?optional

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Purchase Price & Payment8 questions

34. What is the total purchase price for the assets?

35. How will the purchase price be paid?

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36. Is there an earnest money deposit paid before or at closing?

37. Will any portion of the purchase price be contingent on post-closing performance - an earnout, milestone payment, royalty, or deferred contingent payment?

38. Will a portion of the purchase price be held in escrow by a neutral third party after closing?

39. How will rent, utilities, payroll, property taxes, licenses, subscriptions, insurance, and other periodic expenses be prorated between Buyer and Seller as of the closing date?optional

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40. Who pays legal, accounting, brokerage, escrow, filing, transfer, tax, and other transaction expenses?optional

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41. How will closing wire instructions be delivered, verified, and approved to prevent wire fraud?optional

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Purchase Price Allocation1 question

42. How will the purchase price be allocated among IRS Form 8594 asset classes?

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Closing & Conditions4 questions

43. Which conditions must be satisfied before either party is obligated to close?

44. Which ancillary documents will be prepared and executed as part of the closing package?

45. How many days does the Buyer have to complete due diligence?

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46. What creditor notice, bulk-transfer, or tax clearance compliance steps are required for this transaction?

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Real Estate & Lease2 questions

47. For each business location, describe whether it is leased, owned, licensed, home-based, or shared, and what documents or consents are required for the buyer to occupy it after closing.

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48. If a commercial lease is being assigned, summarize the key lease terms and what the landlord requires for consent.optional

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Licenses & Permits2 questions

49. List all licenses, permits, registrations, certifications, and regulatory approvals required to operate the purchased assets - and for each, state whether it is transferable.

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50. Is the business franchised or subject to a franchisor's, platform's, or licensor's transfer/approval requirements?

Transition & Training1 question

51. Will the Seller provide transition services, training, and operational support after closing?

Seller Non-Compete1 question

52. Will the Seller agree to a non-compete restriction after closing?

Representations & Warranties5 questions

53. What financial statements will the Seller provide, and for how many historical periods?

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54. Which seller representations should the agreement include?

55. How should the seller's representations be qualified - by knowledge, materiality, or both?

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56. How long should the Seller's representations and warranties survive after closing?

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57. To the Seller's knowledge, are there any pending, threatened, or reasonably anticipated lawsuits, claims, government investigations, audits, or regulatory actions against the business or its principals?

Employees & Labor2 questions

58. Does the business currently have W-2 employees, 1099 independent contractors, or leased workers?

59. Does the business use independent contractors or freelancers for ongoing business functions, and will those arrangements transfer?

Bulk Sales Compliance1 question

60. How will the parties handle bulk sales law compliance and tax clearance?

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Indemnification4 questions

61. What basket (deductible or tipping bucket), indemnity cap, and carve-outs will apply to post-closing warranty claims?

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62. Are any special indemnities needed for identified risks - known litigation, tax exposure, environmental, employment claims, or other specific liabilities?optional

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63. May the Buyer set off indemnification claims against the escrow holdback, seller note, earnout, or other deferred payments owed to Seller?

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64. What claim notice procedure will govern indemnification claims?

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Taxes1 question

65. How will pre-closing taxes, transfer taxes, sales/use taxes, payroll taxes, tax clearance, tax return filing, and post-closing tax cooperation be allocated?

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Covenants3 questions

66. What post-closing cooperation, records access, tax support, and further assurances obligations will the Seller have?

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67. What confidentiality obligations apply to diligence materials, business information, and deal terms - and do they survive if the deal does not close?

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68. Who may announce the sale to employees, customers, vendors, landlords, franchisors, and the public - and when?

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Dispute Resolution3 questions

69. How should disputes be resolved?

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70. Should the prevailing party in a dispute be entitled to recover attorneys' fees and costs?

71. Will electronic signatures be accepted for this agreement and all ancillary documents?

Miscellaneous2 questions

72. Are any business brokers, investment bankers, finders, or referral sources owed a fee in connection with this transaction?

73. May the Buyer assign its rights under this agreement to an affiliate, acquisition entity, or lender - and may the Seller assign rights to the payment stream?

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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