Asset purchase agreement—intra-group reorganisation

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Asset purchase agreement—intra-group reorganisation
  • BACKGROUND
  • 1 Definitions and interpretation
  • 2 Sale and purchase of the Business and the Assets
  • 3 Consideration
  • 4 Completion
  • 5 Title, risk and insurance
  • 6 VAT
  • 7 Warranties
  • 8 The Transferring Employees
  • More...

Asset purchase agreement—intra-group reorganisation

This Agreement is made on [insert day and month] 20[insert year]

Parties

  1. 1

    [insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (Seller), and

  1. 2

    [insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (Buyer),

    [(each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties).]

BACKGROUND

    1. (A)

      The Seller currently carries on the Business[ under the Business Name] ([each ]as defined below) and is the legal and beneficial owner of the Business and the Assets (as defined below).

    1. (B)

      The Seller has agreed to sell the Business (including the Assets) as a going concern to the Buyer on the terms and conditions in this Agreement.

    1. (C)

      [[insert further background provisions if required]]

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        [In this Agreement [unless the context otherwise requires]:

        Assets

        1. means [the Business Intellectual Property Rights, ][the Contracts, ][the Goodwill, ][the Book Debts, ][the Plant and Machinery, ][the Vehicles, ][the Properties, ][the Records, ][the Stock, ][the Third Party Claims, ][and the Systems][ (except for the Excluded Assets)] and Asset means one of them;

        [Assumed Liabilities

        1. means:

          1. (a)

            [amounts owed by and liabilities

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