A template for the purchase of business assets (such as equipment, stock and goodwill, but not land or buildings) by a Buyer from a Seller, governed by the law of England & Wales. This version is drafted in favour of the Buyer.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This is an asset purchase (specific assets transfer), not a share purchase (the company itself transfers). The two have very different tax and liability consequences, so take advice on which is right. - List the exact assets in Schedule 1. Anything not listed is not sold. - TUPE may apply where this amounts to the transfer of a business (or part of one): employees assigned to it can transfer to the Buyer automatically by operation of law, whether or not the parties intend it or list staff among the assets. Get advice before completion. - Have a solicitor review before signing.
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THIS AGREEMENT is made on [DATE]
BETWEEN (1) [SELLER NAME] of [ADDRESS / COMPANY NUMBER] (the "Seller"); and (2) [BUYER NAME] of [ADDRESS / COMPANY NUMBER] (the "Buyer").
Background
The Seller owns the assets described in Schedule 1 and has agreed to sell them to the Buyer on the terms of this Agreement.
Agreed terms
1. Definitions. "Assets" means the assets listed in Schedule 1. "Completion" means completion of the sale under clause 4. "Encumbrance" means any mortgage, charge, lien, or other third-party right.
2. Sale and purchase. The Seller sells, and the Buyer buys, the Assets with full title guarantee, free from all Encumbrances, with effect from Completion.
3. Price. The purchase price is £[AMOUNT] (plus VAT if applicable), payable [in full on Completion / as set out in Schedule 2]. The price is apportioned between the Assets as set out in Schedule 1.
4. Completion. Completion takes place on [DATE] at [PLACE], when the Seller will deliver the Assets and all related documents, and the Buyer will pay the price. Some Assets cannot pass by delivery alone: contracts, licences, debts and certain intellectual property may require separate written assignments, notices, registrations, or third-party consents/novations, so the completion steps must be tailored to each Asset.
5. Title and risk. As between the parties, legal title to and risk in each Asset passes to the Buyer on Completion (and not before), subject to any asset-specific formalities, registrations, notices or third-party consents required to perfect the transfer of a particular Asset.
6. Seller's warranties. The Seller warrants that: (a) it has the right to sell the Assets; (b) the Assets are owned by the Seller free from Encumbrances; (c) the Assets are in [good working order / the condition described in Schedule 1]; and (d) there is no dispute or claim affecting the Assets.
7. Liabilities excluded. As between the Buyer and the Seller, the Buyer assumes only the liabilities expressly listed in Schedule 3, except to the extent any liability transfers or arises by operation of law (for example, employee liabilities under TUPE) or needs third-party consent or novation to pass. As between the parties, the Seller remains responsible for liabilities relating to the Assets arising before Completion, except where a liability passes or attaches by law, or third-party rights mean this allocation is not fully effective without consent, novation or other compliance steps. (A private allocation of liability binds the parties to each other; it does not by itself bind employees, counterparties, regulators or other third parties.)
8. Buyer's protection. The Seller will indemnify the Buyer against any loss arising from a breach of the warranties or from any pre-Completion liability relating to the Assets.
9. Further assurance. The Seller will, at the Buyer's request, do all things reasonably necessary to vest full title to the Assets in the Buyer.
10. Confidentiality. Each party will keep the terms of this Agreement confidential, except as required by law.
11. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [SELLER NAME]: __________________ Date: [DATE]
Signed for [BUYER NAME]: __________________ Date: [DATE]
Schedule 1: The Assets (with apportioned prices) · Schedule 2: Payment terms (if not paid in full at Completion) · Schedule 3: Assumed liabilities (if any)
--- This template is a starting point and not legal advice. Asset purchases carry tax, employment (TUPE) and liability consequences, so have a qualified solicitor review and adapt it before use. Governing law: England & Wales.