(Language more favorable to Seller)

A well-drafted Asset Sales Agreement will:

  • Provide a framework for determining the value of the assets to be purchased.
  • Detail exactly how the Assets will be paid for and transferred. If balance is due on sale, Promissory Note should be included.
  • Provide to Buyer details of business records and/or financial information only when absolutely necessary.
  • Detail exactly what warranties the Seller is willing to make including the condition of the assets.
  • Provide for the indemnification of the Seller of the company.


Information & Benefits:
The following information and benefits is what distinguishes us from other online providers.

Purchase Price

- Deposit: Details of deposit
- Cash at Close
- Promissory Note, if any. - balance due (Various methods for paying off balance including, but not limited to: monthly, quarterly, and annual payments, variable or fixed interest rates, balloon payments, etc.)

Closing Date

Need to establish deadline for parties to conclude transaction: Time is of the essence!

Need assurances from each of the parties that they are authorized to act on behalf of the business without the need for outside approval and that no agreement(s) prevent them from proceeding with the transaction.

Closing Agent & Escrow Agent
It is imperative that the parties have a licensed professional oversee the legal and financial adequacy of the documents at closing to prevent problems down the road. Also important to segregate deposits and cash at close with independent escrow agent. (Like an attorney's trust account - preferably ours.)

Observation (Due Diligence Period)
Favors Buyer, so Seller should only give Buyer an opportunity to observe and inspect the business after the contract is signed by the. Seller should include the restrictive covenants detailed below (#23) in any Asset Sale Contract.

Training Period

Favors Buyer, so Seller should get same assurances as stated above. In addition, Seller may also request compensation from Buyer for training. Finally, Seller should retain all sums paid by Buyer as liquidated damages if Buyer does not close.

Business Records & Financial Information

Only give Buyer an opportunity to review those documents specifically requested.

Franchise - Seller must determine under what conditions and circumstances he may sell or assign the franchise. Buyer should assume all required transfer fees. Get copy of franchise agreement. Seller will want a legal opinion letter attesting to the validity of the transfer.


Seller may want to retain ownership rights and merely license the marks with or without royalties for a specific period of time.

Trade Name
Seller transfers business name (DBA) to Buyer. If applicable, it agrees to change it's corporate name, which allows Buyer to change it's corporate name to match name of newly acquired business.

Licenses & Permits

Buyer is responsible for acquiring any and all applicable Licenses & Permits. All fees associated with the proper transfer of any license or permit shall be paid by Buyer. Seller shall not be responsible for Buyer's failure or inability to receive such license or permit. If Buyer cannot close for lack of license or permit, Seller shall retain all sums paid by Buyer as liquidated damages.

Assignment of Lease

If applicable, Seller will assign lease to Buyer. If not, Buyer is responsible for locating business space. Failure by Buyer in acquiring a lease shall not void or otherwise permit Buyer to rescind contract. Security deposit held under any lease must also be accounted for in this agreement.

Bill of Sale

Seller shall provide Buyer with a Bill of Sale reflecting valid transfer of title to all assets.


Buyer will want assurances that all taxes have been timely paid. Generally, sales taxes are treated as a lien on assets/inventory. Therefore, any taxes due, but yet unpaid will have to be dealt with. Include as prepayment by Seller.

Seller will want to be indemnified by Buyer against any expenses/losses incurred by Seller as a result of Buyer's management of the Business assets.


In case of default by Buyer, Seller may have the right to rescind contract and retain all sums paid by Buyer as liquidated damages, and address default in non-binding mediation and thereafter, if necessary, arbitration.

Accounts Receivable

The payments for these accounts is usually retained by the Seller.

Accounts Payable

The responsibility for these accounts usually stays with the Seller.

Business Deposits (Prepayments)

Those amounts on deposit for the benefit of the Business. (e.g., utility services, leases, insurance, etc.) are owned by Seller.

Condition of Equipment/Assets

Seller represents and warrants only that the items held for sale & assets are in good working condition and does not offer any other express or implied warranties related to the condition of the assets.


Any inventory of items held for sale & assets should be conducted by both parties.

Phone, Fax, & Mail

Seller should transfer all phone lines and re-route all mail to buyer

Buyer's Restrictive Covenants

Before the Buyer has been given access to any business information, Seller should always ensure that Buyer has signed a contract which contains provisions that restrict the Buyer's ability to compete against Seller; to solicit staff away from Seller; or to disclose any of Seller's confidential information to others. In addition, it is always wise to include a non-circumvention clause, which will prohibit the Buyer from taking any action that would or would attempt to get around these restrictions. An example of trying to circumvent the contract would be assisting or enabling a third party to compete, solicit or disclose. As always, ensure any such restrictive covenant is within statutory parameters.

Risk of Loss

Risk of loss to any assets generally remains with Seller prior to close and flows to Buyer after close.

Mediation and Arbitration

Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publicly available).

Jurisdiction & Venue

Always make venue and jurisdiction as convenient to client (Seller) as possible.

No Modification or Waiver

No modifications except those specifically agreed upon by the parties in writing. Any waiver of a term or provision will not act as a waiver of any other provision.


Notices should always list the current and best addresses where each party may contact the other for whatever reason.


Real Lawyers. Real People.
Spiegel & Utrera, P.A. : Affordable Agreements. Custom-Fit Contracts.

Why do I need a Legal Contract or Agreement?

Our Office


1840 Coral Way
4th Floor
Miami, FL 33145
Toll Free: (800) 603 - 3900
(305) 854-6000
Fax: (305) 857-3700
Natalia Utrera, Esq.,
Managing Attorney

New York City

1 Maiden Lane
5th Floor
New York, NY 10038
Toll Free: (800) 576-1100
(212) 962-1000
Fax: (212) 964-5600
Nicolas Spigner, Esq.
Managing Attorney

Clifton, NJ

642 Broad St., Suite 1B
Clifton, NJ 07013
Toll Free: (888) 336-8400
(973) 473-2000
Fax: (973) 778-2900
Sandy A. Adelstein
Managing Attorney

Los Angeles

8939 S Sepulveda Blvd.
Suite 400
Los Angeles, CA 90045
Toll Free: (888) 520-7800
(310) 258-9700
Fax: (310) 258-9400
Nicolas Spigner, Esq.
Managing Attorney


9 East Loockerman Street
Suite 202
Dover, DE 19901
Toll Free: (888) 641-3800
(302) 744-9800
Fax: (302) 674-2100
Courtney Riordan, Esq.
Managing Attorney

Las Vegas

2545 Chandler Avenue
Suite 4
Las Vegas, NV 89120
Toll Free: (888) 530 4500
(702) 364 2200
Fax: (702) 458 2100
Joel S. Beck, Esq.
Managing Attorney


Continental Office Plaza, Suite L12
2340 Des Plaines River Road
Des Plaines, IL 60018
Toll Free: (888) 514-9800
(312) 443-1500
Fax: (312) 443-8900
Michael C. Welchko, Esq.
Managing Attorney

General Counsel Club®

Unlimited Legal & Business Advice
Toll Free: 1 (800) 734 - 9900
Fax: 1 (800) 520 - 7800
Natalia Utrera, Esq.,
Managing Attorney



There are many benefits to starting a business and incorporating. Some of the benefits of starting a business include protection of your personal assets, ease of raising capital, gain anonymity, available tax benefits and more!

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