Purchase & Sale Agreement & Definitive Agreement Templates
In the context of a merger or acquisition transaction, asset purchase agreements or definitive agreement have a distinct set of advantages and disadvantages compared to using an equity (or stock) purchase agreement or a merger agreement. In an equity or merger acquisition, the purchaser is guaranteed to receive all of the target’s assets without exception, but also automatically assumes all of the target’s liabilities.
An asset purchase agreement, alternatively, allows not only for a transaction where only some of the assets are transferred (which is sometimes desired) but also allows the parties to negotiate which liabilities of the target are expressly assumed by the purchaser, and allows the purchaser to leave behind those liabilities it does not wish to accept (or does not know about).
A disadvantage of an asset purchase agreement is that it can often result in a greater number of change of control issues. For example, contracts held by a target, and acquired by a purchaser, will often require the consent of the counterparty in the context of an asset deal, whereas it is less common that such consent will be needed in connection with an equity sale or merger agreement. With so many deals being done over the last 20 years or more, there is no need to re-invent the wheel when 100% proven asset purcase and sale agreement templates and definitive agreement templates are available here.
Joint Venture Agreement
A joint venture (JV) can be brought about in the following major ways:
- An investor buying an interest in a local company
- One firm acquiring an interest in another firm
- Two firms jointly forming a new enterprise
The joint venture agreement template can be used to fromalize the process by which the JV entity gets formed and how it will operate and be governed.