This is an extremely simple contract for the sale of assets, which should only serve as an example for discussion purposes. You should consult a lawyer (as well as your accountant) regarding a form of agreement appropriate to your circumstances, including consideration of the facts and circumstances of your transaction. Alternatively, any other form of dispute resolution, such as mediation, may also be mentioned in the agreement. An asset purchase allows a buyer to choose precisely the assets they are buying and to identify precisely the commitments they want to make. An asset transfer contract, also known as an asset sale contract, asset transfer contract, property transfer protocol, is an agreement that lowers the conditions related to the purchase and sale of a company`s assets. In the event of a sale of assets, the assets of the business are transferred to a new owner without the beneficial ownership of the business being transferred. Instead of acquiring all the shares of a company and therefore both its assets and liabilities, a buyer will very often prefer to take over only certain assets of a company. As a rule, the company sells the assets itself when buying assets, while in the case of a sale of shares, it is the individual shareholders who are the sellers. The agreement must clearly specify which assets will be transferred. Assets transferred under an asset transfer agreement may include investments and machinery, inventory, contracts, premises, know-how, and business or corporate assets. In case of asset purchase, the buyer can choose only certain assets and leave redundant assets.
Therefore, the selected assets must be broken down in a schedule of the agreement. In addition, the agreement must clearly indicate how it is subject and how the agreement is to be concluded. It is also necessary to describe how the agreement will be amended. Note: Signing and closing can take place in separate days. In this example, signing and closing are assumed to occur simultaneously. Consider the need to perform activities between signing and closing (e.g.B. obtaining authorizations or approvals, preparing certain transfer documents, notifying the transaction, if necessary, etc.). Note: Some agreements contain pages and pages of representations, including some, that require the seller to list all types of items according to a disclosure plan (for example.B. All patents, trademarks, etc., all open source, all employees and many other things). This section of the agreement can help the buyer get the necessary/useful information about the seller, and inclusion in the agreement can help the seller focus on the importance of accuracy.
Talk to your lawyer about the types of insurance/coverages that might be helpful for your circumstances. Typically, asset transfer agreements contain a clause that talks about what to do when a party violates the terms of that agreement. An arbitration clause is present in most agreements and states that when a clause of the agreement is violated or disputes arise with respect to the terms of the agreement, the matter will be settled through arbitration. The clause indicates the place where the arbitration will take place, i.e. the seat of the arbitration, the language in which the proceedings will be conducted and the manner in which the arbitrators will be appointed. Note: Consider adding asset classes – especially intellectual property, leasing contracts, agreements with customers, agreements with suppliers, inventory, in process, local/administrative authorizations for operation (if transferable) . . .