Asset Purchase Agreements (APA)

EIN Legal Counsel (EINLC) drafts and negotiates Asset Purchase Agreements (APAs) that protect your interests and align with deal structure and due diligence outcomes. Our legal team ensures clarity in asset transfers, liabilities, tax treatment, and post-closing obligations.

Key Legal Services in APA Structuring:

  • Drafting custom Asset Purchase Agreements for buy/sell transactions
  • Asset identification, exclusions & transfer clauses
  • Indemnity, escrow & holdback protections for buyers/sellers
  • Liabilities assumption & allocation terms
  • Non-compete, confidentiality & transition services clauses
  • Tax treatment strategy & purchase price allocation
  • Support with deal exhibits, schedules, and addenda
  • APA negotiation with counterparties & legal counsel
Asset Purchase Agreement Legal Drafting

Why Asset Purchase Agreements Matter

APAs are pivotal in protecting both buyer and seller during a business acquisition. Unlike stock deals, asset deals require precision in defining what is — and isn’t — being transferred. EINLC ensures every term is clearly defined and aligned with financial, legal, and operational implications.

We help buyers avoid unintended liabilities and support sellers in safeguarding their post-transaction exposure. Our APA strategy aligns with your broader risk & compliance and closing documentation strategy.

Frequently Asked Questions

Common legal concerns when preparing and negotiating APAs.

An APA involves buying specific assets and assuming selected liabilities of a business. A stock purchase agreement involves acquiring ownership in the company itself. APAs provide more control over what is being acquired.

Yes. EINLC provides full legal representation in negotiations, helping protect your rights, limit liabilities, and finalize deal terms that align with your business goals.

Depending on the deal, APAs may require consents from landlords, licensors, or regulators. EINLC assists in identifying and securing these approvals as part of the APA process.

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Schedule a confidential session with our legal advisors to clarify compliance, deal terms, and documentation strategy.

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