This short-form asset purchase agreement is used for an all-cash acquisition. It may be appropriate in transactions where a reduced set of provisions is sufficient, such as smaller transactions or where the acquisition's structure are more straight-forward and the parties wish to reduce negotiation. This template contains practical guidance, drafting notes, alternate clauses, and optional clauses. Click here to see recent examples of publicly filed asset purchase agreements in Market Standards. This template is drafted in a way such that buyer will be purchasing real estate, property leases, inventory, and machinery, equipment, and vehicles used in the business. Depending on the nature of the business, some or all of these assets will need to be modified. This template assumes that the transaction will be a simultaneous signing and closing of the transaction. As a result, there are no closing conditions (or materiality scrapes), pre-closing covenants, or termination provisions that would otherwise be customary. This template assumes that all or substantially all of Seller's assets will be sold. Under California law, the sale of "all or substantially all" of the assets of a corporation is to be approved by the holders of a majority of the corporation's outstanding common stock (unless a corporation's charter imposes a higher threshold) when the transaction is not considered "in the usual and regular course" of the corporation's business. Cal. Corp. Code § 1001(a). This approval may either be before or after the board approves the transaction, or may be before or after the transaction itself has occurred. Cal. Corp. Code § 1001(a). This agreement assumes that the Corporation is private and closely held, and as such, approval by the board of directors and by a majority of the shareholders has been obtained prior to signing or will be delivered simultaneously with Closing. This short-form asset purchase agreement also assumes: • The Seller employs less than 100 full-time employees, so no notification requirement under the Worker Adjustment and Retraining Notification Act is required; • There is no need for an escrow holdback (i.e., because Seller does not intend to distribute the Purchase Price to a disparate base of shareholders and can thus be tracked down served should an indemnity claim arise in the future); • The nature of the acquired assets is relatively straight-forward and does not necessitate detailed representations and warranties in any particularly unique area of law (e.g., intellectual property, data privacy and cybersecurity, environmental law, product manufacturing, etc.); • No transition services agreement, intellectual property assignment and license agreement, or employment agreements are necessary ancillary agreements; • A single buyer and seller are parties to the transactions, with no additional seller shareholders; and • No use of representations and warranties insurance. This short-form asset purchase agreement assumes that no antitrust issues are presented, although it addresses regulatory schemes that are generally applicable without regard to industry, such as tax, ERISA (defined herein), environmental and anticorruption. The template assumes that Seller is not the subsidiary of a group parent, and neither Seller nor Buyer is an S corporation. The template is generally pro-Buyer. However, there is commentary throughout the form indicating variations on certain provisions that are more pro-Seller. For a long-form asset purchase agreement, see Asset Purchase Agreement (Pro-Buyer) (DE) and Asset Purchase Agreement (Pro-Seller) (DE). For discussion of drafting considerations in asset purchase transactions, see Asset Purchase Agreement Basics, Asset Purchase Agreement Drafting Checklist, and Asset Acquisition Resource Kit. For additional information on due diligence, see Due Diligence Questionnaire (Asset Purchase) (CA). Market Standards enables users to search, compare, and analyze its comprehensive database of transactions using over 150 detailed data points to filter search results. You can customize any search to your needs by adding filters or modifying the search criteria. To compare selected state laws on asset sales and appraisal rights, see the Corporation and M&A section of the State Law Comparison Tool.