Arizona Asset Sale Agreement
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How to fill out Asset Sale Agreement?
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FAQ
Transfer (assignment) of contracts. If shares in a company are being sold, then the contracts that the company has with third parties will not need to be changed. However, if assets are being sold, then contracts will need to be assigned or novated (different types of transfer) to the buyer.
In an asset sale, a firm sells some or all of its actual assets, either tangible or intangible. The seller retains legal ownership of the company that has sold the assets but has no further recourse to the sold assets. The buyer assumes no liabilities in an asset sale.
In an asset sale the target's contracts are transferred to the buyer by means of assigning the contracts to the buyer. The default rule is generally that a party to a contract has the right to assign the agreement to a third party (although the assigning party remains liable to the counter-party under the agreement).
In an asset purchase, the buyer will only buy certain assets of the seller's company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.
In Arizona, sellers are required to complete a real estate purchase agreement and the following disclosures in order for it to be considered legally binding:Buyer Inquiry.Comprehensive Loss Underwriting Exchange (CLUE).Swimming Pool Barrier Disclosure.Condo Disclosure Information.Notice of Soil Remediation.More items...
Generally, in an asset purchase, the purchasing company is not liable for the seller's debts, obligations and liabilities. But there are exceptions, such as when the buyer agrees to assume the debts, obligation or liabilities in exchange for a lower sales price, for example.
Parts of an Asset Purchase AgreementRecitals. The opening paragraph of an asset purchase agreement includes the buyer and seller's name and address as well as the date of signing.Definitions.Purchase Price and Allocation.Closing Terms.Warranties.Covenants.Indemnification.Governance.More items...
Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold.
An asset purchase involves just the assets of a company. In either format, determining what is being acquired is critical. This article focuses on some of the important categories of assets to consider in a business purchase: real estate, personal property, and intellectual property.
An asset purchase agreement is exactly what it sounds like: an agreement between a buyer and a seller to transfer ownership of an asset for a price. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude.