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

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

  • Asset purchase agreement—long form—conditional (buyer’s version)
  • BACKGROUND
  • 1 Definitions and interpretation
  • 2 Sale and purchase of the Business and the Assets
  • 3 Consideration
  • 4 Conditional Completion
  • 5 Pre-Completion Undertakings
  • 6 Termination of this Agreement by the Buyer
  • 7 Completion
  • 8 Preparation of Completion Accounts
  • More...

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)

    [(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].

    1. (B)

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

    1. (C)

      The Guarantor has agreed to guarantee the performance by the Seller of its obligations under this Agreement.

    1. (D)

      [insert further recitals if required]

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Agreement[ unless the context otherwise requires]:

        Acceptance Period

        1. is defined in clause 8.5;

        Accounts

        1. means the[ audited] accounts of the Seller [for the accounting reference period ended on the Accounts

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