The Asset Sale Agreement is utilized when a business wishes to sell specific assets rather than the entire company. This agreement, governed by English and Welsh law, provides a comprehensive framework for asset transfers, including detailed descriptions of the assets, purchase price, payment terms, warranties, and indemnities. It's particularly useful for transactions where selective assets are being sold, allowing businesses to retain certain operations while divesting others. The agreement ensures compliance with UK legislation and provides certainty and protection for both parties in the transaction.
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1. Parties: Identification and details of buyer and seller
2. Background: Context of the transaction and brief description of assets
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and payment
5. Completion: Timing and mechanics of completion
6. Warranties: Seller's warranties regarding assets
7. Limitations on Claims: Restrictions on warranty claims
1. Employee Provisions: Used when employees are transferring with assets
2. Intellectual Property: Required when IP assets are included
3. Property: Include when real estate assets are involved
4. Data Protection: Required when personal data is being transferred
1. Asset Schedule: Detailed list of assets being transferred
2. Properties: Details of any real estate included
3. Employees: List of transferring employees
4. Intellectual Property: Schedule of IP rights
5. Contracts: List of contracts being transferred
6. Completion Obligations: Detailed steps for completion
Relevant legal definitions
Clauses
Relevant Industries
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