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Asset Purchase Agreement


Overview
- The Asset Purchase Agreement is used when one party will acquire an ongoing business enterprise by purchasing the assets used in the business (not shares of stock).
- The buyer and seller use this agreement to identify the assets to be purchased, specify the payment price and other important matters.  
- Sellers may finance some, or all, of the purchase price with this form, or the agreement may require the buyer to get financing from some other source.
- Consult the Additional Information on this document for an in-depth discussion of the considerations involved when you want to acquire an ongoing business enterprise by purchasing the assets used in the business (not shares of stock).

When You Need It
- To purchase an ongoing business by buying substantially all of the owner's assets, such as the trade name, equipment, inventory, customer lists and goodwill.  
- This form should not be used when a business is acquired through the purchase of the outstanding stock of the corporate owner.  


Getting Started

You will need:
- Name and address of the seller.
- Name and address of the buyer.
- Name of business being purchased and a description of its business activities.
- Details of the purchase price, including how it will paid and the allocation of the purchase price for various assets.
- Determine the date and place of closing.
- Follow the Interview for this document to determine what other detailed information you need to include in the document, including all necessary Exhibits. 

When to Review and Revise 
- To correct the information contained in the agreement.
- To draft another Asset Purchase Agreement.