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Asset Acquisition Agreement
"I need an Asset Acquisition Agreement for purchasing manufacturing equipment and related IP from a competitor in the automotive sector, with a planned closing date of March 15, 2025, and including specific provisions for employee transfer and environmental compliance."
1. Parties: Identifies all parties to the agreement, including legal names and addresses
2. Background/Recitals: Sets forth the context and purpose of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Assets: Details the assets being acquired and the transfer mechanism
5. Purchase Price and Payment Terms: Specifies consideration, payment method, and timing
6. Closing: Details the closing process, timing, and deliverables
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of the parties
1. Employee Matters: Details treatment of employees when being transferred as part of the transaction
2. Tax Matters: Addresses tax implications and allocations for complex transactions
3. Environmental Matters: Environmental compliance and liabilities for assets with environmental exposure
4. Transition Services: Post-closing support services provided by seller after closing
1. Asset Schedule: Detailed list of assets being acquired
2. Excluded Assets Schedule: List of assets explicitly excluded from the transaction
3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer
4. Excluded Liabilities Schedule: List of liabilities explicitly excluded from assumption
5. Required Consents: List of third-party consents needed for closing
6. Material Contracts: List of key contracts being transferred
7. Intellectual Property Schedule: Details of IP assets being transferred
8. Real Property Schedule: Details of real estate being transferred
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