asset acquisitions - Jackson Walker LLP

Asset Purchase AgreementThis Asset Purchase Agreement (“Agreement”) is made as of _________ ____ , 20___ byand among ___________, a ___________ corporation (“Buyer”); ___________, a ______________corporation (“Seller”); ___________, a resident of ___________ (“A”); and __________, a residentof ___________ (“B”) (with A and B referred to herein as “Shareholders”).COMMENTThe two principal shareholders are included as parties to the Model Agreement because theyindemnify the Buyer and are responsible for certain of the covenants. Sometimes some or allof the shareholders are made parties to a separate joinder agreement rather than making themparties to the acquisition agreement.RECITALSShareholders own ________ shares of the common stock, par value $___ per share, of Seller,which constitute ___% of the issued and outstanding shares of capital stock of Seller. Seller desiresto sell, and Buyer desires to purchase, the Assets of Seller for the consideration and on the terms setforth in this Agreement.COMMENTWhile there is no legal requirement that an acquisition agreement contain recitals, they canhelp the reader understand the basic context and structure of the acquisition. Recitals aretypically declarative statements of fact, but these statements normally do not serve asseparate representations or warranties of the parties. The parties and their counsel should,however, be aware of the possible legal effect of recitals. See, e.g., Cal. Evid. Code § 622(“The facts recited in a written instrument are conclusively presumed to be true as betweenthe parties thereto . . . .”).3148166v1- 25 -