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Small Business Asset Purchase Agreement

Small Business Asset Purchase Agreement Generator for the USA

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Key Requirements PROMPT example:

Small Business Asset Purchase Agreement

"I need a Small Business Asset Purchase Agreement for buying a local coffee shop chain with 3 locations in California, including all equipment, inventory, and intellectual property, with closing planned for March 15, 2025. The seller will provide 3 months of transition services after closing."

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Document background
The Small Business Asset Purchase Agreement is a crucial document used when transferring ownership of business assets from a seller to a buyer in the United States. It's particularly relevant for transactions involving small to medium-sized businesses where the buyer wishes to acquire specific assets rather than shares in the company. This agreement typically covers tangible assets (equipment, inventory), intangible assets (intellectual property, goodwill), and can include provisions for employee transfers, ongoing obligations, and regulatory compliance. It's designed to protect both parties while ensuring clear documentation of the transaction terms and conditions under applicable U.S. federal and state laws.
Suggested Sections

1. Parties: Identifies the seller and buyer with full legal names and addresses

2. Background/Recitals: States the context and purpose of the agreement, including basic business description

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Assets: Details the assets being transferred and purchase price

5. Purchase Price and Payment Terms: Specifies price, payment method, and timing

6. Closing: Details closing date, location, and deliverables

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties

9. Indemnification: Protection against losses and liabilities

Optional Sections

1. Parties: Identifies the seller and buyer with full legal names and addresses

2. Background/Recitals: States the context and purpose of the agreement, including basic business description

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Assets: Details the assets being transferred and purchase price

5. Purchase Price and Payment Terms: Specifies price, payment method, and timing

6. Closing: Details closing date, location, and deliverables

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties

9. Indemnification: Protection against losses and liabilities

Suggested Schedules

1. Asset Schedule: Detailed list of all assets being transferred

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

3. Assumed Liabilities Schedule: List of liabilities buyer will assume

4. Contracts Schedule: List of contracts being assigned to buyer

5. Intellectual Property Schedule: List of IP assets being transferred

6. Employee Schedule: List of employees and their terms of employment

7. Real Property Schedule: Details of any real property being transferred

8. Permits and Licenses Schedule: List of transferable permits and licenses

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
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Industries

Securities Exchange Act: Federal law governing securities transactions if any securities are involved in the asset purchase

Internal Revenue Code: Federal tax regulations governing the tax implications of business asset sales and transfers

Uniform Commercial Code Article 2: Governs the sale of goods in business transactions, including asset purchases involving tangible goods

Federal Bulk Sales Laws: Regulations governing the sale of business assets in bulk to protect creditors

Hart-Scott-Rodino Antitrust Improvements Act: Federal antitrust legislation applicable to larger business transactions meeting certain thresholds

WARN Act: Worker Adjustment and Retraining Notification Act requiring advance notice of significant employment changes

Patent Act: Federal law governing the transfer of patent rights in business asset sales

Copyright Act: Federal law governing the transfer of copyrighted materials in business asset sales

Trademark Act: Also known as the Lanham Act, governs the transfer of trademarks and service marks

Trade Secrets Protection: Laws protecting confidential business information during asset transfers

COBRA: Consolidated Omnibus Budget Reconciliation Act requirements for continuing health coverage during business transitions

ERISA: Employee Retirement Income Security Act governing the transfer of employee benefits and pension plans

CERCLA: Comprehensive Environmental Response, Compensation, and Liability Act applicable to real property transfers

State Corporate Laws: State-specific regulations governing business entities and their asset transfers

State UCC Provisions: State-specific implementations of the Uniform Commercial Code affecting asset sales

State Bulk Sales Laws: State-specific regulations regarding bulk transfer of business assets

Industry-Specific Permits and Licenses: Regulatory requirements for transferring industry-specific permits and licenses

Professional Licensing Requirements: Regulations governing the transfer of professional licenses and certifications

State Contract Law: State-specific contract law principles governing asset purchase agreements

Assignment and Novation Requirements: Legal requirements for transferring contracts and obligations to new owners

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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