FREE 13+ Sample Purchase Agreement Templates in PDF
9+ Sample Asset Purchase Agreements
Purchase assignment agreement. FREE 6+ Sample Assignment of Contract
Purchase assignment agreement. Assignment of Purchase and Sale Agreement
Free Purchase Agreement Template
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Assignment of Asset Purchase Agreement
This Assignment of Asset Purchase Agreement (this Assignment ) is made as of March 15, 2004, by and between HORIZON HEALTH CORPORATION, a Delaware corporation ( Assignor ), and HHC INDIANA, INC., an Indiana corporation ( Assignee ). WHEREAS, Assignor is a party to that certain Asset Purchase Agreement dated as of March 12, 2004 (the Purchase ...
Assigning Contracts in the Context of M&A Transactions
Asset Purchase. The sale of some or all of the assets of a company is one method of transferring part or full ownership in the underlying business. In an asset purchase, the acquiror purchases certain enumerated assets and liabilities of the target in exchange for the cash, the acquiror's stock, or other consideration.
Anatomy of an Asset Purchase Agreement
The first paragraph of an APA is known as the Preamble. It usually names the agreement, introduces the parties and sets forth the effective date of the contract. More often than not, it will also create defined terms for each of these, such as the "Seller" and the "Purchaser.". Immediately after the Preamble, the Asset Purchase ...
Asset Purchase Agreement: 9 Important Elements You Should Know
Here are parts of an asset purchase agreement that you may want to include in your document. 1. Recitals. The opening paragraph of an asset purchase agreement includes the buyer and seller's name and address as well as the date of signing. You should also add an acknowledgment of the agreement on behalf of both parties.
Assignment and Assumption Agreement
An assignment and assumption agreement used to transfer the seller's contractual rights and obligations to the buyer. This agreement is delivered as an ancillary document in an asset purchase. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.
Anatomy of an M&A Purchase Agreement
An Asset Purchase Agreement (APA) transfers ownership of those assets, while the seller retains ownership of the entity. The buyer merges the assets into their existing company or forms a new one to acquire the assets. ... Assignment of Contracts: This document transfers third-party contracts from the seller to the buyer upon closing. It may ...
Assignment Of Purchase Agreement: Definition & Sample
An assignment of purchase agreement is a contract between an assignor and assignee where the latter transfers certain interests to the former. This type of agreement is most commonly used in real estate to transfer one party's interest buying a property to someone else. The contract includes detailed information about the property, who the ...
Navigating Asset Purchase Agreements with Multiple Owners: Tips and Tricks
A Step-by-Step Guide to Drafting an Asset Purchase Agreement for Multiple Owners. Step 1: Gathering the Relevant Information and Documents. Step 2: Define Clauses and Allocate Assets with Co-owners. Step 3: Drafting Initial Agreement with All Necessary Clauses. Step 4: Review and Sign Your Agreement.
Assignment Of Purchase And Sale Agreement: Definition & Sample
An assignment of purchase and sale agreement is a real estate transaction contract that defines the parties and terms of a real estate purchase. This agreement allows the original purchaser of a property to transfer or assign their rights in the deal to a third party. This agreement is often used in flipping houses.
Asset Purchase Agreements and Share Purchase Agreements
In an asset purchase transaction, the assignment of most contracts will likely require a third party's consent, which can delay the transaction due to unwilling or unresponsive third parties. ... The liabilities assumed by a purchaser under an asset purchase agreement are limited to those specifically listed in the asset purchase agreement.
Assignment of Purchase Agreements (APAs) Explained
An Asset Purchase Agreement (APA) involves the sale of specific assets of a business rather than the entire entity. This type of agreement allows buyers to cherry-pick assets, mitigating liabilities associated with the seller. Stock Purchase Agreements. In contrast, a Stock Purchase Agreement entails the transfer of ownership in a company ...
Assigning Insurance Policies in Asset Purchase Agreement
The court concluded that there was no valid assignment of all in the insurance policies in the asset purchase agreement, just the potential assignment of only those policies listed on a particular ...
PDF Asset Purchase Agreement
enumerated liabilities), and Buyer desires to purchase, substantially all of Seller's assets; and . WHEREAS, the Parties desire to enter into this Agreement for the purpose of setting forth their mutual rights and obligations with respect to the foregoing. NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and ...
Free Asset Purchase Agreement Template (2024 Legal Sample) available. An asset purchase agreement (APA) is a legally binding document used for the purchase of assets owned by a business. It outlines the terms, conditions, and inclusions or exclusions of the sale. Creating such agreements can be complex, but our ready-made asset purchase ...
PDF BILL OF SALE AND ASSIGNMENT
rights of Seller under this Agreement. TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns, forever. AND, the Seller does, for itself, its successors and assigns, hereby covenant with the Purchaser that it is the lawful owner of the property and assets hereby transferred, conveyed and assigned; that they are free from all ...
Asset Purchase Agreement Commentary
168,000+ hours spent in 2023 maintaining and updating resources. Learn more and shop plans. A Practice Note providing commentary on key terms and conditions commonly found in asset purchase agreements, including representations and warranties, closing conditions, and indemnification provisions.
Assignment and Assumption of Asset Purchase Agreement
Exhibit 10.6 . ASSIGNMENT AND ASSUMPTION . OF . ASSET PURCHASE AGREEMENT . THIS ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT (this "Assignment") is made as of this 30th day of March, 2017 by and between CHP II PARTNERS, LP, a Delaware limited partnership ("Assignor"), and CHP II SUMMER VISTA FL OWNER, LLC, a Delaware limited liability company ("Assignee").
Asset Purchase Agreement & Government Contract Novations
FAR 42.1204 (a) allows " novation contract agreements " when federal government contractors transfer all assets with a merger and acquisition or sale of the business. Under the Anti-Assignment Act, 41 USC 15, there are no allowances for only the sale of a federal contract. However, if the contract (s) is part of the business purchase ...
PDF Intellectual Property: Asset Purchases
In an asset purchase transaction, the buyer only acquires and assumes the assets and liabilities the parties identify and the buyer agrees to acquire and assume in the asset purchase agreement, subject to any liabilities imposed on the buyer as a matter of law. In particular, the buyer takes ownership of all of the seller's IP
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The Asset Purchase Agreement is typically drafted by the purchaser and outlines the transaction's key terms. The Asset Purchase Agreement provisions generally include the parties, the specific assets and liabilities that will be transferred and assumed, the agreement to sell, consideration, the procedure for how the assets are to be ...
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT. This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 29, 2018, is entered into by and between Social Reality, Inc., a Delaware corporation ("Seller") and Halyard MD Opco, LLC, a Delaware limited liability company ("Buyer").. RECITALS. WHEREAS, Seller is engaged in the Business (as defined below); WHEREAS, Seller wishes to sell and assign to ...
Pro-Seller Asset Purchase Agreement (Annotated)
Pro-Seller Asset Purchase Agreement (Annotated) Editor's Note: This form contemplates an asset purchase of a complete business. It is drafted to strongly favor the seller. This is done by favoring the seller throughout. Notably, the form transfers only specifically-identified assets used "exclusively" in the business and avoiding any more ...
M&A Transaction Structures: The Difference Between an Asset ...
In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the ...
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COMMENTS
This Assignment of Asset Purchase Agreement (this Assignment ) is made as of March 15, 2004, by and between HORIZON HEALTH CORPORATION, a Delaware corporation ( Assignor ), and HHC INDIANA, INC., an Indiana corporation ( Assignee ). WHEREAS, Assignor is a party to that certain Asset Purchase Agreement dated as of March 12, 2004 (the Purchase ...
Asset Purchase. The sale of some or all of the assets of a company is one method of transferring part or full ownership in the underlying business. In an asset purchase, the acquiror purchases certain enumerated assets and liabilities of the target in exchange for the cash, the acquiror's stock, or other consideration.
The first paragraph of an APA is known as the Preamble. It usually names the agreement, introduces the parties and sets forth the effective date of the contract. More often than not, it will also create defined terms for each of these, such as the "Seller" and the "Purchaser.". Immediately after the Preamble, the Asset Purchase ...
Here are parts of an asset purchase agreement that you may want to include in your document. 1. Recitals. The opening paragraph of an asset purchase agreement includes the buyer and seller's name and address as well as the date of signing. You should also add an acknowledgment of the agreement on behalf of both parties.
An assignment and assumption agreement used to transfer the seller's contractual rights and obligations to the buyer. This agreement is delivered as an ancillary document in an asset purchase. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.
An Asset Purchase Agreement (APA) transfers ownership of those assets, while the seller retains ownership of the entity. The buyer merges the assets into their existing company or forms a new one to acquire the assets. ... Assignment of Contracts: This document transfers third-party contracts from the seller to the buyer upon closing. It may ...
An assignment of purchase agreement is a contract between an assignor and assignee where the latter transfers certain interests to the former. This type of agreement is most commonly used in real estate to transfer one party's interest buying a property to someone else. The contract includes detailed information about the property, who the ...
A Step-by-Step Guide to Drafting an Asset Purchase Agreement for Multiple Owners. Step 1: Gathering the Relevant Information and Documents. Step 2: Define Clauses and Allocate Assets with Co-owners. Step 3: Drafting Initial Agreement with All Necessary Clauses. Step 4: Review and Sign Your Agreement.
An assignment of purchase and sale agreement is a real estate transaction contract that defines the parties and terms of a real estate purchase. This agreement allows the original purchaser of a property to transfer or assign their rights in the deal to a third party. This agreement is often used in flipping houses.
In an asset purchase transaction, the assignment of most contracts will likely require a third party's consent, which can delay the transaction due to unwilling or unresponsive third parties. ... The liabilities assumed by a purchaser under an asset purchase agreement are limited to those specifically listed in the asset purchase agreement.
An Asset Purchase Agreement (APA) involves the sale of specific assets of a business rather than the entire entity. This type of agreement allows buyers to cherry-pick assets, mitigating liabilities associated with the seller. Stock Purchase Agreements. In contrast, a Stock Purchase Agreement entails the transfer of ownership in a company ...
The court concluded that there was no valid assignment of all in the insurance policies in the asset purchase agreement, just the potential assignment of only those policies listed on a particular ...
enumerated liabilities), and Buyer desires to purchase, substantially all of Seller's assets; and . WHEREAS, the Parties desire to enter into this Agreement for the purpose of setting forth their mutual rights and obligations with respect to the foregoing. NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and ...
Free Asset Purchase Agreement Template (2024 Legal Sample) available. An asset purchase agreement (APA) is a legally binding document used for the purchase of assets owned by a business. It outlines the terms, conditions, and inclusions or exclusions of the sale. Creating such agreements can be complex, but our ready-made asset purchase ...
rights of Seller under this Agreement. TO HAVE AND TO HOLD the same unto Purchaser, its successors and assigns, forever. AND, the Seller does, for itself, its successors and assigns, hereby covenant with the Purchaser that it is the lawful owner of the property and assets hereby transferred, conveyed and assigned; that they are free from all ...
168,000+ hours spent in 2023 maintaining and updating resources. Learn more and shop plans. A Practice Note providing commentary on key terms and conditions commonly found in asset purchase agreements, including representations and warranties, closing conditions, and indemnification provisions.
Exhibit 10.6 . ASSIGNMENT AND ASSUMPTION . OF . ASSET PURCHASE AGREEMENT . THIS ASSIGNMENT AND ASSUMPTION OF ASSET PURCHASE AGREEMENT (this "Assignment") is made as of this 30th day of March, 2017 by and between CHP II PARTNERS, LP, a Delaware limited partnership ("Assignor"), and CHP II SUMMER VISTA FL OWNER, LLC, a Delaware limited liability company ("Assignee").
FAR 42.1204 (a) allows " novation contract agreements " when federal government contractors transfer all assets with a merger and acquisition or sale of the business. Under the Anti-Assignment Act, 41 USC 15, there are no allowances for only the sale of a federal contract. However, if the contract (s) is part of the business purchase ...
In an asset purchase transaction, the buyer only acquires and assumes the assets and liabilities the parties identify and the buyer agrees to acquire and assume in the asset purchase agreement, subject to any liabilities imposed on the buyer as a matter of law. In particular, the buyer takes ownership of all of the seller's IP
The Asset Purchase Agreement is typically drafted by the purchaser and outlines the transaction's key terms. The Asset Purchase Agreement provisions generally include the parties, the specific assets and liabilities that will be transferred and assumed, the agreement to sell, consideration, the procedure for how the assets are to be ...
ASSET PURCHASE AGREEMENT. This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 29, 2018, is entered into by and between Social Reality, Inc., a Delaware corporation ("Seller") and Halyard MD Opco, LLC, a Delaware limited liability company ("Buyer").. RECITALS. WHEREAS, Seller is engaged in the Business (as defined below); WHEREAS, Seller wishes to sell and assign to ...
Pro-Seller Asset Purchase Agreement (Annotated) Editor's Note: This form contemplates an asset purchase of a complete business. It is drafted to strongly favor the seller. This is done by favoring the seller throughout. Notably, the form transfers only specifically-identified assets used "exclusively" in the business and avoiding any more ...
In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the ...