This form provides that the purchaser has agreed to buy and acquire from the seller, and the seller transfers and sells to the purchaser all of the seller's right, title, and interest in and to the assets listed on Exhibit A. The seller further agrees to execute and deliver any other documents or instruments as shall reasonably be requested by the purchaser to effectuate the transactions listed in the agreement.
Missouri Model Asset Purchase and Sale Agreement
Category:
State:
Multi-State
Control #:
US-8-01-STP
Format:
Word;
Rich Text
Instant download
Description
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How to fill out Model Asset Purchase And Sale Agreement?
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FAQ
Once an asset purchase is complete, the assets and liabilities that have been purchased are moved to the new entity and the old entity (and any assets or liabilities it still owns) must be wound down. In a stock purchase, the buyer purchases the entire company, including all assets and liabilities.
At its most basic, a purchase agreement should include the following: Name and contact information for buyer and seller. The address of the property being sold. The price to be paid for the property. The date of transfer. Disclosures. Contingencies. Signatures.
In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. This could include equipment, fixtures, furniture, licenses, trade secrets, trade names, accounts payable and receivable, and more.
There are two core methods to buy or sell a business: an asset purchase or a share purchase. An asset purchase requires the sale of individual assets. A share purchase requires the purchase of 100 percent of the shares of a company, effectively transferring all of the company's assets and liabilities to the purchaser.
With an asset purchase, you will not take on all liabilities in the same way as a share purchase. You may pick and choose what assets you would like to acquire and will have more control over what you take from or what liabilities you assume of the existing business.
A share purchase agreement is a formal contract or an agreement that sets out the terms and conditions relating to the sale and purchase of shares in a company. The share purchase agreement should very clearly set out what is being sold, to whom and for how much, as well as any other obligations and liabilities.
In a share deal, the shares of a company are transferred to the buyer, while in the case of an asset deal only certain or possibly all assets and liabilities are identified and purchased from the target company by the buyer.
Definitions of the words and terms to be used in the legal instrument. Terms and conditions of the sale and purchase of the assets, including purchase price and terms of the purchase (full payment at close, down payment, subsequent payments, etc.) Terms and conditions of the closing of the agreement, if any.