Asset purchase agreement—long form—conditional (buyer’s version)
Asset purchase agreement—long form—conditional (buyer’s version)

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

  • Asset purchase agreement—long form—conditional (buyer’s version)
  • Parties
  • BACKGROUND
  • Schedule 1Business Intellectual Property Rights
  • Part A: Business IPRs
  • Part B: Systems
  • Part C: IPR Agreements and Out-Licences
  • Schedule 2The Contracts
  • Schedule 3The Equipment Leases and the Leased Assets
  • Schedule 4The Properties
  • more

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes: Brexit—impact on private M&A transactions and Brexit—drafting boilerplate clauses.

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

Parties

  1. 1

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

  1. 2

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

  1. 3

    [Insert name of guarantor entity] incorporated in [England and Wales OR [insert country of incorporation]] under number [insert company number] whose registered office is at [insert address] (Guarantor)

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

BACKGROUND

    1. (A)

      The Seller currently carries on the Business[ under the Business Name].

    2. (B)

      The Seller has agreed to sell the Business (including the Assets) as a going concern