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

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

  • Asset purchase agreement—long form—conditional (seller’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), and

  1. 2

    [insert name of buying 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)

    [(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].

    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)

      [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 Date OR for each of the last [insert number] consecutive accounting reference periods, the last of which ended on the Accounts Date], comprising a balance sheet, a profit and loss account, notes and auditors' and directors' reports[ and a cash flow statement];

        Accounts Date

        1. means [insert day and month] 20[insert

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