Sample asset agreement 2025

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An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.
Unlike a share purchase, where the buyer takes on all of the sellers liabilities, an asset purchase means that the buyer only assumes the risk from the specific assets and liabilities it is acquiring.
Some states, like California, have created real estate purchase agreements you can download and change. You can also get a template from PandaDoc, as well as benefiting from real estate contract management software functionality.
An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold. In an APA, the buyer must select specific assets and avoid redundant assets. These assets are itemized in a schedule to the APA.
In an SPA, the buyer purchases the companys shares and, therefore, inherits all its assets and liabilities. In contrast, with an APA, the buyer selects specific assets and avoids acquiring the companys liabilities.

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An Asset Purchase Agreement typically sets forth: (1) a detailed description of each of the assets to be acquired and the liabilities to be assumed; (2) the consideration to be paid for the assets; (3) the terms of the closing of the acquisition; (4) representations and warranties of the seller and the buyer; (5)
Imagine the SPA as the paperwork for ownership. On the other hand, the Shareholder Agreement (SHA) is the guidebook to the intricate relationships among shareholders. Its not just about who owns what; its about the rules and dynamics shaping the companys journey through the deal.
The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets. Therefore, they are both different transactions and have different procedures. 2. With a SPA, all shareholders in the company must be consulted and agree to sell their shares in the company.

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