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asset purchase agreement (APA)

An asset purchase agreement or ‘APA’ is an agreement in which the terms and conditions relating to the sale and purchase of assets The assets of a Dutch company reflect the value of all that the company possesses
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in a company are laid down. Key provisions are the specified description of the assets, the price and details of the buyer and seller.

Asset or share purchase agreement?

A buyer can purchase all assets but may also be only interested in certain assets of the seller’s company. Parties are able to define which assets are included in the sale and which are not. Think of assets such as share The portion of registered capital of a private or public limited company
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, machinery and contracts. Even intangible assets like know-how and goodwill can be purchased separately. Assets which are of no value (to the buyer) and liabilities and debts can be easily excluded. This ability to cherry-picking is the main benefit of an asset purchase agreement over a share purchase agreement (where the ownership of the company is transferred, including all assets and liabilities).

Purchased assets

Common provisions in an asset purchase agreement are guarantees, representations and warranties of parties, payment schedules and closing conditions. An important component of the asset purchase agreement is the itemisation schedule of the purchased assets. Only the assets on the schedule will be transferred.

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