Restaurant Asset Purchase Agreement - United States

Restaurant Asset Purchase Agreement for the United States

Restaurant Asset Purchase Agreement Template for United States

A Restaurant Asset Purchase Agreement is a legal document used in the United States that governs the sale and transfer of restaurant business assets from one party to another. This comprehensive agreement covers the transfer of physical assets, equipment, inventory, intellectual property, licenses, permits, and potentially lease rights. It includes detailed terms regarding purchase price, payment terms, representations and warranties, and conditions for closing, while ensuring compliance with federal, state, and local regulations specific to the restaurant industry.

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What is a Restaurant Asset Purchase Agreement?

The Restaurant Asset Purchase Agreement is essential when transferring ownership of a restaurant business in the United States. This document is used when a buyer wishes to purchase specific assets of a restaurant rather than acquiring shares in the business entity. It typically includes provisions for the transfer of physical assets, equipment, inventory, intellectual property, licenses, and permits. The agreement must comply with various federal and state regulations, including health codes, liquor licensing laws, and food safety requirements. It's particularly important to address specific industry considerations such as health permits, food service licenses, and equipment warranties.

What sections should be included in a Restaurant Asset Purchase Agreement?

1. Parties: Identification of buyer and seller, including legal status and addresses

2. Background/Recitals: Context of the transaction and brief description of the restaurant business

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale of Assets: Description of assets being transferred and purchase price

5. Closing: Timing and mechanics of the transaction closing

6. Representations and Warranties: Seller's and buyer's statements about the business and transaction

7. Covenants: Ongoing obligations of parties before and after closing

What sections are optional to include in a Restaurant Asset Purchase Agreement?

1. Employee Matters: Section covering treatment of existing employees and transfer of employment relationships

2. Real Property Provisions: Terms related to real estate transfer when property is included in the sale

3. License Transfer: Specific provisions for transferring licenses and permits, particularly liquor licenses

4. Training and Transition: Terms covering seller's post-closing assistance and operational training obligations

What schedules should be included in a Restaurant Asset Purchase Agreement?

1. Asset Schedule: Detailed list of all assets being transferred in the transaction

2. Equipment Inventory: Comprehensive list of kitchen equipment, furniture, and fixtures included in the sale

3. Lease Assignment: Documents related to transfer of lease and landlord consent

4. Intellectual Property Schedule: List of trademarks, recipes, trade secrets, and other IP being transferred

5. Employee Schedule: List of employees, their positions, compensation, and terms of employment

6. Permits and Licenses: Comprehensive list of all permits and licenses being transferred

7. Excluded Assets: Detailed list of assets specifically excluded from the sale

8. Assumed Contracts: List of contracts being assigned to buyer as part of the transaction

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
Business Day

Effective Date

Encumbrance
Equipment

Intellectual Property

Clauses

Relevant Industries

Food & Beverage
Hospitality
Real Estate
Food Service

Relevant Teams

Legal
Finance
Operations
Compliance
Real Estate

Relevant Roles

Restaurant Owner
Business Development Manager
Chief Financial Officer
General Counsel
Operations Manager

Industries

Federal Food, Drug, and Cosmetic Act: Primary federal law governing food safety standards and regulations in food service establishments

Food Safety Modernization Act: Federal law focusing on preventing foodborne illnesses through proactive contamination prevention

Americans with Disabilities Act (ADA): Federal law requiring accessible facilities and non-discriminatory practices in public accommodations

Fair Labor Standards Act: Federal law establishing standards for wages, overtime pay, and employment records

Internal Revenue Code: Federal tax regulations governing business transfers and associated tax implications

Bulk Sales Laws (UCC Article 6): Regulations governing the transfer of business assets in bulk to protect creditors

State Health and Safety Codes: State-specific regulations governing restaurant operations, food handling, and safety standards

State Liquor License Regulations: State-specific rules governing the transfer and maintenance of alcohol service permits

State Business Transfer Laws: State-specific requirements for business asset transfers and ownership changes

Local Health Department Requirements: Municipal-level health regulations and inspection requirements for food service establishments

Local Zoning Laws: Municipal regulations governing business location and property use

Commercial Lease Laws: Regulations governing commercial property leases and assignment of lease rights

UCC Article 2: Uniform Commercial Code provisions governing the sale of goods in business transfers

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

Trademark Laws: Federal and state regulations protecting business names, logos, and brand identities

Environmental Regulations: Federal and state laws governing waste disposal, water quality, and environmental impact

State Contract Law: State-specific principles governing contract formation, enforcement, and remedies

Employee Benefit Regulations: Laws governing the transfer or termination of employee benefit plans during business sales

Immigration Compliance: Federal I-9 requirements and immigration law compliance in employee transfers

Trade Secret Protection: Laws protecting confidential business information, recipes, and proprietary processes

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Download a Standard Template

What is a Restaurant Asset Purchase Agreement?

What sections should be included in a Restaurant Asset Purchase Agreement?

What sections are optional to include in a Restaurant Asset Purchase Agreement?

What schedules should be included in a Restaurant Asset Purchase Agreement?

Authors

Alex Denne

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