Asset purchase agreement simple form

by Practical Law Corporate

A simple form asset purchase agreement (APA), also known as a business purchase agreement, for the acquisition of a small, uncomplicated business in England and Wales. Drafted from the buyer's perspective, this document sets out the framework for purchasing the entire business as a going concern, including all assets, goodwill and a single freehold property. It is designed for a low-risk transaction between two private limited companies where exchange and completion occur simultaneously. It incorporates provisions for the transfer of employees under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). It is drafted on the basis that the parties intend the business sale to qualify as a transfer of a going concern (TOGC) for VAT purposes. The document also includes buyer protections such as seller warranties, indemnities and post-completion restrictions. As this is a short form APA, it will not provide the buyer with the detailed protections included in a typical long form APA. Accordingly, it must be read in conjunction with the more detailed provisions and commentary in Standard document, Asset purchase agreement.