Asset Purchase Agreement for an Online Business

Understand the role of the purchase agreement that documents the actual asset transfer.

Define the assets

Domains, code, content, accounts, contracts, inventory, customer data and IP should be identified clearly.

Allocate liabilities

The agreement should address which liabilities are assumed and which remain with the seller.

Representations and covenants

The parties often document factual assurances, pre-close conduct and obligations after closing.

Closing mechanics

Payment, escrow, credentials, signatures and conditions need to work together operationally.