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Asset purchase agreement

template

Covers a sale of specific business assets — equipment, inventory, customer contracts, intellectual property — rather than the legal entity itself. The buyer typically doesn't inherit the seller's existing liabilities the way a stock/equity purchase can, which is a major reason deals get structured this way.

Good fit for

  • +Buying or selling specific assets of a business (equipment, inventory, contracts, IP) without transferring the company entity itself
  • +A buyer wanting to avoid inheriting the seller's existing liabilities and debts

Not ideal for

  • −Deals where the buyer specifically wants the legal entity itself (its licenses, contracts-in-place, or tax history) — use the equity purchase agreement for that
  • −Real estate as the primary asset — use the real estate purchase agreement instead

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