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Asset Purchase Contract

Asset Purchase Contract Template for Australia

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Key Requirements PROMPT example:

Asset Purchase Contract

"I need an Asset Purchase Contract for the acquisition of manufacturing equipment and associated IP rights from ABC Manufacturing Pty Ltd, with completion scheduled for March 2025, including specific provisions for employee transfer and environmental compliance under Australian law."

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Document background
The Asset Purchase Contract is a fundamental transaction document used in Australian business acquisitions where specific assets, rather than shares or entire businesses, are being purchased. This contract type is particularly useful when buyers wish to acquire selected assets while leaving behind certain liabilities or unwanted assets. The document must comply with Australian federal and state legislation, including the Personal Property Securities Act 2009 (Cth), relevant state property laws, and tax regulations. It typically includes detailed schedules of assets, purchase price mechanisms, warranties, and completion procedures. The agreement is commonly used in business restructuring, partial business acquisitions, or when specific valuable assets need to be isolated and transferred.
Suggested Sections

1. Parties: Identifies and provides full legal details of the buyer and seller

2. Background: Provides context for the transaction and brief description of the assets being purchased

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Sale and Purchase: Core agreement to sell and purchase the assets, including identification of assets and excluded assets

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Lists conditions that must be satisfied before completion

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of the completion process, timing, and deliverables

9. Warranties and Representations: Seller's warranties regarding the assets and business

10. Limitations of Liability: Limits on seller's liability for warranty claims and general limitations

11. Tax: Allocation of tax liabilities and obligations

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate provisions including governing law, dispute resolution, and entire agreement

Optional Sections

1. Employee Matters: Required when employees are being transferred with the assets

2. Intellectual Property: Required when significant IP assets are included in the purchase

3. Post-Completion Obligations: Include when there are specific requirements for transition or ongoing obligations

4. Non-Competition: Include when restricting seller's future competitive activities

5. Environmental Matters: Required when purchasing assets with environmental risks or obligations

6. Regulatory Compliance: Include when specific regulatory approvals or compliance is required

7. Third Party Consents: Required when material contracts or licenses require third party consent for transfer

8. Security Interests: Include when assets are subject to security interests requiring discharge

9. Working Capital Adjustment: Include when purchase price includes adjustments for working capital

Suggested Schedules

1. Asset Schedule: Detailed list and description of all assets being purchased

2. Excluded Assets: List of specific assets excluded from the sale

3. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

4. Warranties: Detailed warranties given by the seller

5. Encumbrances: List of all encumbrances affecting the assets

6. Completion Deliverables: List of all documents and items to be delivered at completion

7. Contracts: List of contracts being transferred

8. Employees: Details of employees and their entitlements (if relevant)

9. Property Details: Details of any real property included in the sale

10. Form of Transfer Documents: Pro forma transfer documents required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





















































Clauses







































Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Mining

Agriculture

Healthcare

Hospitality

Professional Services

Transport and Logistics

Construction

Energy

Telecommunications

Financial Services

Education

Relevant Teams

Legal

Finance

Operations

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Due Diligence

Tax

Strategy

Business Development

Executive Leadership

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Business Development Manager

Operations Manager

Commercial Director

Asset Manager

Due Diligence Manager

Transaction Manager

Risk Manager

Company Secretary

Compliance Officer

Financial Controller

Managing Director

Investment Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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