Asset Sale Agreement - United States

Asset Sale Agreement for the United States

Asset Sale Agreement Template for United States

An Asset Sale Agreement is a legally binding contract under U.S. law that documents the terms and conditions for the transfer of specific assets from a seller to a buyer. This agreement is governed by various federal and state laws, including the Uniform Commercial Code, and typically includes detailed provisions about the assets being sold, purchase price, payment terms, representations and warranties, and closing conditions. It differs from a stock sale as it allows buyers to select specific assets while leaving behind unwanted liabilities.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Generate a Bespoke Document

1. Select your governing law:

2. Enter your key requirements:

3. Create your document to edit, review or download

Download a Standard Template

Get our United States-compliant Asset Sale Agreement

4.6 / 5

4.8 / 5

Alternatively: Run an advanced review of an existing
Asset Sale Agreement

Let tiktok��˰�'s market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Asset Sale Agreement?

The Asset Sale Agreement is a fundamental transaction document used when a business wants to sell specific assets rather than entire ownership interests. This type of agreement is particularly useful when buyers wish to acquire specific business assets while avoiding certain liabilities or when sellers wish to retain certain assets while divesting others. Under U.S. law, these agreements must comply with federal and state regulations, including the Uniform Commercial Code, securities laws, and industry-specific requirements. The agreement typically includes comprehensive details about the assets being transferred, purchase price, payment terms, representations and warranties, and closing conditions.

What sections should be included in a Asset Sale Agreement?

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

2. Background/Recitals: Sets out the context and purpose of the transaction

3. Definitions: Defines key terms used throughout the agreement

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

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

6. Closing: Details the closing process, timing, 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

10. Governing Law: Specifies applicable law and jurisdiction

What sections are optional to include in a Asset Sale Agreement?

1. Employee Matters: Required when transaction involves transfer of employees

2. Environmental Matters: Required for assets with environmental implications such as real estate or industrial assets

3. Intellectual Property: Detailed IP transfer provisions when IP assets are being transferred

4. Tax Matters: Special tax considerations and allocations for complex tax structures or international transactions

What schedules should be included in a Asset Sale Agreement?

1. Asset Schedule: Detailed list of assets being transferred

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

3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

4. Excluded Liabilities Schedule: List of liabilities explicitly excluded from transfer

5. Material Contracts Schedule: List of key contracts being transferred

6. Intellectual Property Schedule: Detailed list of IP assets

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

8. Employee Schedule: List of transferring employees and their terms

9. Required Consents Schedule: List of required third-party approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Agreement

Business Day

Confidential Information

Effective Date

Encumbrance

Intellectual Property

Clauses

Relevant Industries

Manufacturing
Real Estate
Technology
Retail
Healthcare

Relevant Teams

Legal
Finance
Operations
Corporate Development
Tax

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Asset Manager

Industries

Uniform Commercial Code (UCC): Primary federal law governing commercial transactions, particularly Article 2 (Sale of Goods) and Article 9 (Secured Transactions), which are crucial for asset sales

Securities Act of 1933: Federal law that regulates the sale of securities, relevant if the assets being sold include securities or financial instruments

Hart-Scott-Rodino Antitrust Improvements Act: Federal antitrust legislation requiring review of large transactions to prevent monopolistic practices

Internal Revenue Code: Federal tax legislation governing the tax implications and treatment of asset sales

Federal Bankruptcy Code: Relevant if the seller is in financial distress or if the assets are being purchased from a bankrupt entity

WARN Act: Employment law requiring advance notification of qualified plant closings and mass layoffs

ERISA: Employee Retirement Income Security Act governing employee benefits and pension plans in asset transfers

COBRA: Consolidated Omnibus Budget Reconciliation Act ensuring continuation of health coverage following asset sales

CERCLA: Environmental law (Superfund) addressing liability for cleanup of hazardous waste sites and environmental contamination

Clean Air Act: Environmental legislation regulating air emissions and compliance requirements that may affect asset transfers

Clean Water Act: Environmental legislation governing water pollution and compliance requirements in asset transfers

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

Trademark Act: Also known as the Lanham Act, governing the transfer of trademarks and related rights

State Corporate Laws: Various state-specific regulations governing corporate transactions and asset transfers

State Bulk Sales Laws: State-specific laws governing the sale of all or substantially all of a business's assets

State Fraudulent Transfer Laws: State laws preventing the transfer of assets to defraud creditors

Common Law Contract Principles: Fundamental legal principles governing contract formation, consideration, and enforcement

Statute of Frauds: Legal requirement that certain contracts, including those for the sale of goods above a specific value, must be in writing

Find the exact document you need

No matches found.

Dog Purchase Agreement

A legally binding contract for dog sales in the United States, outlining purchase terms and conditions while ensuring compliance with state and federal regulations.

tiktok���˰�

How Cambridge United Uses tiktok���˰� to Speed Up Player Signings and Slash Legal Costs

Generate a Bespoke Document

Download a Standard Template

What is a Asset Sale Agreement?

What sections should be included in a Asset Sale Agreement?

What sections are optional to include in a Asset Sale Agreement?

What schedules should be included in a Asset Sale Agreement?

Authors

Alex Denne

Jurisdiction

Publisher

Document Type

Sector

Cost

Find the exact document you need

Dog Purchase Agreement

Equine Sale Contract

Used Car Buy Sell Agreement

Purchase With Reservation Agreement

Car Probate Purchase Agreement

Marine Purchase Agreement

Purchase Agreement Auto

State Price Agreement

Coal Purchase Agreement

Agreement To Sell House

Commercial Real Estate Contract Form

Aircraft Purchase Agreement Fillable

Real Estate Buyers Agreement

Buyers Agreement Car

Software Source Code Purchase Agreement

Option Purchase Contract Car

Letter Of Offer To Purchase

Lease To Buy Land

Land Purchase Advance Agreement

Boat Slip Purchase Agreement

Gas Station Purchase Agreement

Mobile Home Park Purchase Agreement

Real Estate Sales Agreement Form

Semi Truck Purchase Agreement Form

Horse Lease Agreement With Option To Purchase

Truck Purchase Agreement

Intent To Buy Contract

Residential Purchase And Sale Agreement

Property NDA

Contract For Selling A House Privately

Wholesale Product Purchase Agreement

Personal Goodwill Purchase Agreement

Owner To Owner Home Sale Contract

Final Purchase Agreement

As Is Real Estate Contract Form

House Offer Contract

Domain Purchase Agreement

Contract Between Supplier And Buyer

Tractor Purchase Agreement

Residential Resale Real Estate Purchase Contract

�ұ�Ծ���’s Security Promise

Your documents are private:

Your documents are protected:

Organizational security:

Templates

Contract Templates

Letter Templates

Policy Templates

Industries

Legal Services

Manufacturing

Construction

Solutions

Use Cases

Company Types

Comparisons

Business Categories

Teams

Information

Generate Legal Docs Free

tiktok��˰�

How Cambridge United Uses tiktok��˰� to Speed Up Player Signings and Slash Legal Costs

�ұ�Ծ��’s Security Promise