40 Best Asset Purchase Agreement Templates

1. Clear Asset Scope and Exclusions
Define exactly which assets are included and excluded from the sale to prevent disputes over ownership or missing items at closing. Include specific lists, schedules, and cross-references to avoid ambiguity.

2. Comprehensive Representations and Warranties with Disclosures
Cover all material aspects of the business, assets, and liabilities, and require seller disclosures for known issues. Include a mechanism for post-closing claims and a process for updating disclosures as new information arises.

3. Purchase Price Structure and Closing Deliverables
Detail the price, payment mechanics, adjustments, and escrow arrangements, along with the exact documents and clearance items the seller must deliver at closing. Align mechanics with risk allocation to protect both parties and facilitate a smooth close.