Asset purchase agreement probuyer long form practical law. Drafting shareholder agreements for closelyheld c and s. Employment agreements, the noncompetition agreements, the sellers releases, and the escrow agreement. This form of annotated tennessee asset purchase agreement model tennessee apa is styled similarly to the model asset purchase agreement with commentary2 recently published by the american bar association aba. Committee on negotiated acquisitions, aba section of bus. Note, however, that state law considerations of successor liability should be carefully considered by all parties to an asset purchase agreement. Securities and exchange commission in which the target was a privately held business including subsidiaries of public companies and the buyer negotiated an indemnifi cation remedy for breaches of representations, warranties and covenants that. Egan and tafe served as cochairs of the asset acquisition agreement task force of the aba business law sections negotiated acquisitions committee w hich prepared the aba model asset purchase agreement with commentary, and messrs harper and hirschoff were members of the asset acquisition agreement task force. Defined terms used but not otherwise defined herein shall have the meanings contained in exhibit a hereto. Term sheet private equity acquisition of company this term sheet the term sheet is intended to describe the general terms and conditions of. The model asset purchase agreement with commentary is the most comprehensive resource available. This standard document has integrated notes with important explanations and drafting and negotiating tips. Whatever the source of the matter, the buyer may want to terminate the acquisition agreement. Abas model agreement, this model tennessee apa is annotated with explanatory.
Indemnification in mergers and acquisitions whats market. This valuable resource includes two volumes as well as a cdrom with the model agreement for customization, exhibits, and ancillary documents without commentary. The text of the agreement itself and other documents are included on a cdrom for easy customization. Aba model asset purchase agreement with commentary. Nvca offers these model legal documents as a free resource to the community. Agreement task force which prepared the aba model asset purchase agreement with commentary. This typically includes the terms and conditions of the sale, the sale price, disclaimers, warranties, and other optional clauses that protect the interests of. About the author 2001 the american bar association is the nations leading legal authority and the largest voluntary professional membership organization in the world. This asset purchase agreement this agreement is made as of march 4. This memorandum does not constitute legal advice, nor is it intended to be an exhaustive or definitive treatment of the subjects covered. Some companies allow business minded individuals to purchase a company asset. The asset purchase agreement and the exhibits, ancillary documents and appendices thoroughly explain the substantive law behind each mode provision and provide sample documentation. Asset purchase agreement from the american bar association s committee on negotiated agreements is one of the most comprehensive resources available for negotiating and documenting an asset purchase.
An asset purchase agreement is a contract that formalizes the transfer of ownership of the assets of a company from the seller to the buyer. Stock purchase agreement with commentary and in the model asset purchase agreement with commentary. Stock purchase agreement or asset purchase agreement 10. Model stock purchase agreement with commentary, second edition this aba best seller is a model agreement based on the hypothetical acquisition by a single corporate buyer. Model stock purchase agreement with commentary manual. Stock purchase agreement model form stock purchase agreement dated as of date by and among newco, inc. Asset purchase agreement simple pdf and word download. There may also be developments that could seriously affect the. Tennessee apa is styled similarly to the model asset purchase agreement with. Though drafted as a stock purchase agreement, the model could be adapted as an asset purchase agreement, but it does not provide the textual changes which would be required for such adaptation. Related content maintained usa nationalfederala longform agreement for the purchase and sale of a division or line of business of a private us corporation, drafted in favor of the buyer.
Pdf the coauthors have constructed a model asset purchase agreement. Aba model stock purchase agreement, second edition. Like the abas model agreement, this model tennessee apa is annotated with explanatory footnotes. In addition to the mspa, which addresses stock acquisitions, the aba published a model asset purchase agreement with commentary in 2001.
On negotiated acquisitions, model asset purchase agreement with commentary 69153 2001 hereinafter model asset agreement describing representations and warranties of sellers and. Osb catalog of aba books table of contents this catalog contains books and cdroms from the american bar association s library available at. No representation or warranty or other statement made by seller or any shareholder in this. Law, model stock purchase agreement with commentary 1995 hereinafter model. Asset purchase agreement simple this is a form to be used in a simple transaction as a starting point for an asset purchase agreement as opposed to a stock purchase agreement. Commentary2 recently published by the american bar association aba.
Bill of sale and assignment and assumption agreement. See committee on negotiated acquisitions, american bar association, model asset purchase. With more than 400,000 members, the aba provides law school accreditation. A closing checklist to be used in a private merger, stock or asset purchase transaction. Egan is a member of the american law institute and is a former chairman of the texas business law foundation, of which he is.
On the closing date, the seller shall, on the terms and subject to the conditions of this agreement and as of the effective time, sell, convey, assign, transfer and deliver to the buyers, and the buyers shall purchase, acquire and accept from the seller, all of the purchased. Rheingold asset purchase agreement ut college of law. The model asset purchase agreement, along with its exhibits, ancillary documents and appendices, thoroughly explains the substantive law behind. Agreement task force which prepared the aba model asset purchase agreement with. Not included, but needs to list the assets that are being contributed to.
Appendix a to this article is a form letter that may be sent to clients in. The second edition of the model stock purchase agreement with commentary mspa was prepared by the american bar association aba, and updates and re vises the first edition, published in 1995. This asset purchase agreement this agreement is made as of march 4, 20, by and between workhorse custom chassis, llc, an illinois limited liability company seller and amp trucks inc. This asset purchase agreement the agreement, is entered into as of the date below written the execution date, by and between seller hospital seller, and buyer hospital buyer. This product is written by the mergers and acquisitions commitee of the business law section. Sset eals he cquisition of a ivision jackson walker. If seller and buyer are unable to reach agreement within thirty 30 business days after such noti. Model stock purchase agreement drafted by members the. The text of the agreement itself and other documents are. American bar association and served as cochair of its asset acquisition agreement task force, which wrote the model asset purchase agreement with commentary 2001. This asset purchase agreement, dated as of december 30, 2011 this agreement, is entered into by and among mercury marquis holdings, llc, a limited liability company organized under the laws of the state of nevada company and zayo colocation, inc buyer. Transactional and litigation considerations structuring terms to minimize financial risks. For printing individual sections, see the table of contents on page 4.
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