All contracts that make up the Exhibits to Asset Purchase Agreement are often concluded at the same time as the Asset Purchase Agreement. All warranties relating to the goods that have been shipped must also be included in the contract, including the language in which the duration of the company`s liability for damage to the delivered goods is discussed. Any additional provisions related to a sale must be clearly defined in the agreement. A specific closing period should be indicated, as well as the time and place where the parties will meet to conclude the transaction. All assets that are part of the transaction, but not part of the sale, should be listed to avoid confusion about the agreement. The main advantage of an asset purchase is that a buyer can choose the assets and liabilities they want to acquire. The risk of hidden liabilities is usually lower than that of a share purchase. Goodwill is the brand reputation that is built for certain goods or services and attracts customers. If a company has goodwill, customers are expected to come back and buy something from the company.
Therefore, the buyer will ask for the assurance that he is protected against the fact that the seller infringes his good-sellers. The buyer usually requires the inclusion of restrictive agreements in the agreement, such as. B a non-competition clause. A buyer will normally prefer to buy the assets of a company, while the seller prefers to sell the shares. This is because an asset purchase allows a buyer to precisely choose the assets they buy and precisely identify the liabilities they want to take over. The content of a contract for the sale of assets includes the description of the assets, the purchase price, the conditions precedent for the conclusion of the transaction, the closing date, the commitments of the parties after the conclusion and the covenants of the parties. . . .