Asset purchase agreement

by Practical Law Corporate

A long form asset purchase agreement for the sale and purchase as a going concern of a business operating in England and Wales where the buyer and seller are both private limited companies. It is drafted from the buyer's perspective and is intended for use on transactions where there is a gap between exchange and completion. It addresses the assets being transferred, including goodwill, property, contracts, employees, IT systems, fixed and moveable assets, intellectual property rights and stock. It contains a schedule of seller warranties and provides for limitations on the seller's liability. It includes provisions addressing, among other things, the transfer of employees under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), the assignment and novation of business contracts and the parties' intention that the transaction constitutes as a transfer of a going concern (TOGC) for VAT purposes. For the provisions to be inserted into the property schedule, see Standard document, Property schedule: asset purchase agreement. With thanks to David Day and Simon Howley, CMS Cameron McKenna Nabarro Olswang for their comments.