This Agreement is made on [insert day and month] 20[insert year] Parties 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), 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 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 (A) The Seller currently carries on the Business[ under the Business Name]. (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. (C) The Guarantor has agreed to guarantee the performance by the Seller of its obligations under this Agreement.

This Agreement is made on [insert day and month] 20[insert year] Parties 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] (the Seller), 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] (the Buyer) [(each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties).] BACKGROUND (A) The Seller carries on the Business[ under the Business Name]. (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. (C) [[insert further recitals if required]] The parties agree: 1 Definitions and interpretation 1.1 In this Agreement[ unless the context otherwise requires]: Acceptance Period • is defined in clause 5.5; Accounts • 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

This Agreement is made on [insert day and month] 20[insert year] Parties 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 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 (A) The Seller currently carries on the Business[ under the Business Name]. (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. (C) [insert further recitals if required] The parties agree: 1 Definitions and interpretation 1.1 In this Agreement [unless the context otherwise requires]: Acceptance Period • is defined in clause 8.5; Accounts • 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

This Agreement is made on [insert day and month] 20[insert year] Parties 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 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) [(each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties).] BACKGROUND (A) The Seller currently carries on the Business[ under the Business Name]. (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. (C) [insert further recitals if required] The parties agree: 1 Definitions and interpretation 1.1 In this Agreement[ unless the context otherwise requires]: Acceptance Period • is defined in clause 5.5; Accounts • 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

This Agreement is made [insert day and month] 20[insert year] Parties 1 [insert name of selling corporate entity] a company incorporated in [England and Wales OR [insert country of incorporation]] under number [insert registered number] whose registered office is at [insert address] (Seller); and 2 [insert name of purchasing corporate entity] a company incorporated in [England and Wales OR [insert country of incorporation]] under number [insert registered 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 (A) The Seller currently carries on the Business[ under the Business Name]. (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. (C) [[insert further recitals if required]] The parties agree: 1 Definitions and interpretation 1.1 In this Agreement[ unless the context otherwise requires]: Accounts • means the[ audited] accounts of the Seller [for the accounting reference period that 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

This Checklist sets out the issues that commonly need to be addressed from an IP perspective when drafting asset purchase agreements (APAs). It also addresses the issues to consider when undertaking the associated IP due diligence and structuring around such corporate sale transactions. For information about the corporate aspects of such transactions, see: Asset purchase agreement—overview. For further information about key provisions and considerations relevant to IP in the context of an asset purchase, see Practice Note: IP issues to consider in asset purchase contracts. For an information about IP due diligence, see: • Precedent: IP due diligence questionnaire, and • Intellectual property due diligence in asset purchase transactions—checklist This Checklist deals with technology only to a limited extent. If IT forms a key asset in the acquisition, more detailed warranties will need to be inserted regarding, eg IT systems, core software. For examples of IP warranties and indemnities for an APA, see Precedents: • IP warranties for asset purchase agreement—pro-seller • IP warranties for asset purchase agreement—pro-buyer For a standalone assignment of IP rights, see Precedents: • Assignment

A business can be acquired by one of two methods: an asset purchase or a share purchase. The two types of transaction are fundamentally different in their nature and involve very different processes and documents. Nature of the transaction Why an asset purchase? An asset purchase enables the buyer to purchase only those assets and liabilities that it requires and expressly agrees to acquire. When the acquisition is completed, the buyer becomes the owner of those assets and subject to those liabilities, leaving unwanted assets and (more importantly) liabilities behind in the hands of the seller. Asset purchases allow a buyer greater flexibility to pick and choose and largely avoid the risk of it acquiring unwanted liabilities. Under a share purchase, the buyer acquires ownership of the company which carries on the target business. Save to the extent that any of such company’s contracts and arrangements include ‘change of control’ provisions, the whole of its undertaking, assets, contracts, rights and liabilities remain its property and it can continue to carry on its business essentially unaffected by the share transfer. However,

Where a business or asset purchase amounts to a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006), the buyer ‘steps into the seller’s shoes’ and acquires all rights and liabilities in respect of employees assigned to the business being transferred—see: Effect of TUPE 2006 below. As with share purchases, the starting point for a buyer on the purchase of the business and assets of a company (asset purchase) is the maxim caveat emptor (let the buyer beware). In the case of a relevant transfer under TUPE 2006, the seller will be required to provide specified employee liability information (ELI) to the buyer (see: Employee liability information (ELI), below). However, aside from that obligation, the seller is under no duty to disclose to the buyer any defects, issues or liabilities affecting the business. The buyer will therefore always need to conduct its own investigations, and will instruct its advisers to conduct due diligence on commercial, tax, financial and legal matters (including employment), and to

Where a business or asset purchase amounts to a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 the buyer ‘steps into the seller’s shoes’ and acquires all rights and liabilities in respect of employees assigned to the business being transferred—see: Effect of TUPE 2006 below. As with share purchases, the starting point for a buyer on the purchase of the business and assets of a company (asset purchase) is the maxim caveat emptor (let the buyer beware). In the case of a relevant transfer under TUPE 2006, the seller will be required to provide specified employee liability information (ELI) to the buyer (see: Employee liability information (ELI), below). However, aside from that obligation, the seller is under no duty to disclose to the buyer any defects, issues or liabilities affecting the business. The buyer will therefore always need to conduct its own investigations, and will instruct its advisers to conduct due diligence on commercial, tax, financial and legal matters (including employment), and to

Where the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 apply to the acquisition of the business (or part of a business) and assets of a company (asset purchase), TUPE 2006 will operate to transfer the contracts of relevant employees to the buyer. TUPE 2006 also provides specific protection for employees in relation to dismissal and variation of terms and conditions of employment, imposes obligations to inform and consult in relation to the transfer and requires the seller to provide certain employee liability information to the buyer. For further guidance, see: TUPE and asset purchases—overview. For information on employment warranties, disclosure and indemnities on the acquisition of the entire issued share capital of a company (share purchase), see Practice Note: Share purchases—employment warranties, disclosure and indemnities. For information on due diligence issues on an asset purchase, see Practice Notes: Asset purchases—employment due diligence issues acting for the buyer and Asset purchases—employment due diligence issues acting for the seller. Relationship between due diligence, warranties, disclosure and indemnities The starting point for a buyer

This Practice Note discusses the use of restraint orders, confiscation proceedings and compensation orders in the context of private prosecutions. Restraint orders in private prosecution proceedings For an overview of the operation and effect of restraint orders generally, see: Restraint and confiscation—overview. Restraint orders have the effect of freezing property and preserving the assets belonging to a defendant which may be necessary to meet a confiscation order following a successful prosecution and conviction. For further information, see Practice Note: Restraint orders—What is a restraint order? Applications for restraint orders are made under the Proceeds of Crime Act 2002 (POCA 2002) in the Crown Court and can be made before any arrest has taken place and/or proceedings have been initiated (commonly known as pre-charge restraint orders) or later in an investigation or prosecution, including, post conviction. The Crown Court can make a restraint order if one of the five conditions under POCA 2002, s 40 is met and there is a real risk that the relevant

This Agreement is made on [insert day and month] 20 [insert year] Parties 1 [Insert name of company in administration/liquidation] (in [administration OR liquidation]) a company incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] the registered office of which is at [insert address] (the Seller), acting by its [joint] Office-holder(s); 2 [Insert name of office-holder(s)] of [insert name of firm] the registered office of which is at [insert address of firm](the [ Office-holder OR Office-holders ]); 3 [insert name of purchasing corporate entity] a company incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] the registered office of which is at [insert address] (the Buyer); and each of the Seller the Office-holder(s) and the Buyer being a Party and together the Seller the Office-holder(s) and the Buyer are the Parties. Background (A) [[insert name of floating charge holder] (the Floating Charge Holder) is the holder of a qualifying floating charge created by the