Asset purchase agreement

Resource type: Standard document

Status: Maintained

Jurisdiction: England

A standard document for an asset purchase agreement, the key agreement documenting the sale and purchase of a business. For the provisions to be inserted into the property schedule, see Standard document, Property schedule: asset purchase agreement.

For a list of supplementary standard clauses to be used with this document, see Supplementary clauses: asset purchase agreement.

PLC Corporate with thanks to David Day and Simon Howley, CMS Cameron McKenna for their comments.

(Employment provisions by PLC Employment. Intellectual property provisions by PLC IPIT & Communications. Data protection provisions by Simon Jones, DLA Piper UK LLP. Pensions provisions by PLC Pensions, based on material originally contributed by Mayer Brown. Environmental provisions by PLC Environment.)

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Resource information

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Resource ID: 2-107-3546
Products: Asset Purchases, Asset purchases, PLC UK Corporate, PLC UK Corporate Firmstyle, PLC UK Law Department, PLC UK Public Sector
This resource is maintained, meaning that we monitor developments on a regular basis and update it as soon as possible.

Related content

Related content

Topics

Asset AcquisitionsAsset Acquisitions (http://corporate.practicallaw.com/topic5-103-1079)
Owner-managed BusinessesOwner-managed Businesses (http://corporate.practicallaw.com/topic7-376-4394)
Sales and Acquisitions: PensionsSales and Acquisitions: Pensions (http://corporate.practicallaw.com/topic2-103-1349)

Practice note: overview

Asset purchases: overview Asset purchases: overview (http://www.practicallaw.com/topic3-107-3536)
Asset purchases: tax overview Asset purchases: tax overview (http://www.practicallaw.com/topic6-376-3578)

Practice notes

Asset purchase agreement: commentary Asset purchase agreement: commentary (http://www.practicallaw.com/topic9-107-3538)
Mutualising public services Mutualising public services (http://www.practicallaw.com/topic7-507-2663)

Standard documents

Capital allowances fixtures election Capital allowances fixtures election (http://www.practicallaw.com/topic2-200-0672)
Deed of assignment of goodwill Deed of assignment of goodwill (http://www.practicallaw.com/topic2-107-3551)
Deed of guarantee and indemnity of seller obligations: asset purchases Deed of guarantee and indemnity of seller obligations: asset purchases (http://www.practicallaw.com/topic0-200-0357)

Standard clauses

Back-to-back warranties: asset purchase agreement Back-to-back warranties: asset purchase agreement (http://www.practicallaw.com/topic8-381-9862)
Book debts included in the assets being acquired: asset purchase agreement Book debts included in the assets being acquired: asset purchase agreement (http://www.practicallaw.com/topic2-216-3956)
Buyer obligations guarantee and indemnity clause: asset purchase agreement Buyer obligations guarantee and indemnity clause: asset purchase agreement (http://www.practicallaw.com/topic0-200-0673)
Environmental indemnity: asset purchase agreement Environmental indemnity: asset purchase agreement (http://www.practicallaw.com/topic4-201-0726)
Property schedule: asset purchase agreement Property schedule: asset purchase agreement (http://www.practicallaw.com/topic3-107-5682)
Retention: asset purchase agreement Retention: asset purchase agreement (http://www.practicallaw.com/topic2-200-3562)
Seller obligations guarantee and indemnity clause: asset purchase agreement Seller obligations guarantee and indemnity clause: asset purchase agreement (http://www.practicallaw.com/topic6-200-3560)
Seller's limitation of liability and conduct of claims: asset purchase agreement Seller's limitation of liability and conduct of claims: asset purchase agreement (http://www.practicallaw.com/topic6-200-3555)
Shares as consideration: asset purchase agreement Shares as consideration: asset purchase agreement (http://www.practicallaw.com/topic2-200-3557)

Drafting notes

Asset purchase agreement: drafting note Asset purchase agreement: drafting note (http://www.practicallaw.com/topic0-107-5018)
Buyer obligations guarantee and indemnity: asset purchase agreement: drafting note Buyer obligations guarantee and indemnity: asset purchase agreement: drafting note (http://www.practicallaw.com/topic8-200-3564)
Capital allowances fixtures election: drafting note Capital allowances fixtures election: drafting note (http://www.practicallaw.com/topic8-200-3559)
Deed of assignment of goodwill: drafting note Deed of assignment of goodwill: drafting note (http://www.practicallaw.com/topic9-102-4048)
Environmental indemnity: asset purchase agreement: drafting note Environmental indemnity: asset purchase agreement: drafting note (http://www.practicallaw.com/topic6-201-0725)
Property schedule: asset purchase agreement: drafting note Property schedule: asset purchase agreement: drafting note (http://www.practicallaw.com/topic6-107-5713)
Retention: asset purchase agreement: drafting note Retention: asset purchase agreement: drafting note (http://www.practicallaw.com/topic0-200-3563)
Seller obligations guarantee and indemnity clause: asset purchase agreement: drafting note Seller obligations guarantee and indemnity clause: asset purchase agreement: drafting note (http://www.practicallaw.com/topic5-200-3565)
Seller's limitation of liability and conduct of claims: asset purchase agreement: drafting note Seller's limitation of liability and conduct of claims: asset purchase agreement: drafting note (http://www.practicallaw.com/topic4-200-3556)
Shares as consideration: asset purchase agreement: drafting note Shares as consideration: asset purchase agreement: drafting note (http://www.practicallaw.com/topic0-200-3558)

Checklists

Acquisition checklist: asset purchases Acquisition checklist: asset purchases (http://www.practicallaw.com/topic4-100-1855)
Asset purchase: tax checklist Asset purchase: tax checklist (http://www.practicallaw.com/topic1-385-0634)
Post-completion checklist: asset purchases Post-completion checklist: asset purchases (http://www.practicallaw.com/topic2-100-1856)

Glossary

Collective agreement Collective agreement (http://www.practicallaw.com/topic9-107-5938)
Full title guarantee Full title guarantee (http://www.practicallaw.com/topic8-107-6622)

Article: other

Supplementary standard clauses: asset purchase agreement Supplementary standard clauses: asset purchase agreement (http://www.practicallaw.com/topic7-200-4234)

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