Asset Purchase Agreement Template for Business Buyers
APA template for self-funded ETA acquisitions. Covers purchase price structure, reps and warranties, indemnification baskets and caps, escrow, working capital adjustment, and closing conditions.
Self-funded searchers and ETA buyers acquiring operating companies in the $1M to $10M enterprise value range. Covers the structural deal terms and the protective clauses that determine what happens when the seller's representations turn out to be wrong.
Start here when you need a structured draft for a real diligence workflow. Do not treat the file as final without names, dates, deal-specific terms, and attorney review.
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The Asset Purchase Agreement (APA) is the controlling document for an ETA acquisition. The terms negotiated here decide what assets transfer, what liabilities the buyer assumes, what the seller backs with reps and warranties, and how the buyer recovers if the seller's representations turn out to be wrong.
This template is built for self-funded searchers and ETA buyers acquiring operating companies with enterprise values from $1M to $10M, typically financed with a combination of SBA 7(a) loans, seller financing, and equity. It covers the structural deal terms and the protective clauses that determine real economic outcomes for the buyer.
SBA financing boundary. This default draft does not include a seller earnout. SBA SOP 50 10 8.1, effective October 1, 2026 for applications issued an SBA loan number on or after that date, prohibits seller earnouts in change-of-ownership transactions, as version 8 did. Have your lender and M&A counsel confirm the applicable rules and the complete purchase-price, seller-note, escrow, and adjustment structure before you use this draft. A non-SBA transaction needs its own financing-specific provisions.
Before you use any template as a negotiating draft, review the APA checklist before counsel so the structural risk list is clear.
Before filling in the asset purchase agreement template
Prepare the facts behind each placeholder before asking counsel to adapt the draft:
- Identify the legal buyer and seller and confirm which entity owns each material asset.
- List purchased and excluded assets, with the records supporting ownership and any required consent.
- Reconcile assumed obligations to customer deposits, open orders, employees and vendor commitments.
- Separate the headline price from adjustments, escrow, seller financing and closing payments.
- Mark schedules that are incomplete and assign someone to obtain them before signing.
An empty schedule is an unanswered question. A number inserted into a cap or escrow placeholder is a negotiating choice, not evidence of a market norm. The examples below are a drafting starting point for counsel, not an agreement ready to sign. Follow the APA review guide to test the completed draft against your deal file.
Key Clauses Explained
Purchase and Sale of Assets. Defines what is being purchased. An asset purchase transfers the assets specified in the agreement; confirm the transaction structure with counsel and your tax adviser. The asset schedule may include equipment, inventory, customer lists, contracts, IP, goodwill, and the trade name.
Excluded Assets and Liabilities. Lists what does NOT transfer. Critical for the buyer: employee benefits liabilities, pre-close litigation, tax liabilities, and certain contracts the buyer does not want should be explicitly excluded.
Purchase Price and Allocation. The total price and how it gets allocated across asset classes for tax purposes (IRS Form 8594). Buyer wants more allocated to depreciable or amortizable assets; seller wants more allocated to long-term capital gain assets like goodwill.
Working Capital Adjustment. Post-close true-up that adjusts purchase price based on actual working capital at closing versus a pre-agreed target. Specify who prepares the closing calculation, the accounting rules, the objection deadline, and how a dispute is resolved.
Escrow Holdback. A negotiated portion of the purchase price held by a third party under agreed release and claim procedures. Compare the release date with claim deadlines and confirm how a disputed claim affects release. A contractual recovery right does not establish that funds will be available.
Seller Financing Note. Promissory note from buyer to seller for a negotiated part of the purchase price. Per SBA SOP 50 10 8.1 (effective October 1, 2026), seller notes that count toward the buyer's required equity injection must be subordinated to the lender and on full standby (no principal, no interest payments) for the term of the SBA loan, and seller debt plus any other limited sources can satisfy at most 50% of the equity injection.
No Seller Earnout in the SBA Draft. A seller earnout makes additional purchase price contingent on post-close performance. The SBA-oriented draft below excludes that structure. Do not insert an earnout into an SBA-financed acquisition or assume that relabeling it as deferred consideration resolves the restriction.
Representations and Warranties. The seller's promises about the business: title to assets, financial statements accuracy, no undisclosed liabilities, customer relationships, employee matters, contracts, IP, taxes, and compliance with law. Read each promise alongside its survival period, exclusions, claim procedure, and remedy.
Indemnification Basket and Cap. Defines how much the seller pays for breaches of reps. Tipping basket pays from dollar one once threshold is crossed; deductible basket pays only above threshold. Check which claims count toward the cap and which, if any, have separate limits or exclusions.
Closing Conditions. Requirements that must be met before either party is obligated to close. SBA loan approval is critical for the buyer; landlord consent for lease assignment can sink a deal at the last minute.
Material Adverse Change (MAC). The clause that lets the buyer walk if the target deteriorates between signing and closing. List specific triggers (top customer loss, key employee departure) and put exceptions inside carve-outs.
Non-Compete (Seller). Restricts the seller from competing post-close. Define the restricted activities, duration, and territory. Have local counsel assess enforceability for the actual transaction and applicable law.
Survival. Defines how long each rep, covenant, and indemnity survives. Check whether notice must be received before a deadline and whether a timely notified claim remains available after that deadline.
Where this template can still go wrong.
These are the risks that often show up after edits, negotiation, or one-sided additions.
Red Flags to Watch For
- Deductible basket structure when buyer was told it would be tipping. Calculate the difference using the same hypothetical claim.
- A general cap that does not match the assumed risk. Model an identified claim against the basket, cap, exclusions, and available recovery source.
- Title and authorization claims sharing an unexpected cap. Confirm the negotiated treatment rather than assuming these claims have different limits.
- No clear source of recovery. Review escrow, guarantees, and any permitted setoff against a seller note with counsel.
- Seller earnout in an SBA-financed acquisition. A performance-based seller payment conflicts with the SBA restriction; resolve the structure with the lender and counsel before signing.
- Working capital target without supporting records. Reconcile the target to the agreed accounting method, seasonality, and closing calculation.
- A closing condition that does not address an identified dependency. Ask counsel how customer loss or a key departure would affect the obligation to close.
- A restrictive covenant that does not match the business being acquired. Review its scope and enforceability with local counsel.
The template gets you started. The signed version is what matters.
Once the other side edits this draft, the safest next step is to review the final version before legal execution.
Download the Asset Purchase Agreement Template for Business Buyers
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Used by ETA searchers, franchise buyers, and commercial tenants closing real deals.
Legal information, not legal advice. First-pass for your attorney. Have your attorney review before signing.
Review the template language with your attorney.
Template Text
ASSET PURCHASE AGREEMENT
Drafting and financing note: This is an incomplete transaction framework for review by an M&A attorney and the SBA lender. Complete all schedules and exhibits before signing. Sections 6 and 7 use the SBA SOP 50 10 8.1 financing boundary effective October 1, 2026 (applications submitted through September 30, 2026 stay under version 8); the lender must confirm the rules applicable to the loan, including subsequent effective changes. Source: SBA SOP 50 10 loan-program documents at https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs. Inkvex provides legal information, not legal advice.
This Asset Purchase Agreement (this "Agreement") is entered into as of [SIGNING DATE] by and between [SELLER ENTITY NAME] ("Seller") and [BUYER ENTITY NAME] ("Buyer").
1. Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller shall sell and Buyer shall purchase, on the Closing Date, all of Seller's right, title, and interest in the assets described on Schedule 1.1 (the "Acquired Assets"), free and clear of all liens and encumbrances except as set forth on the Disclosure Schedule.
2. Excluded Assets and Liabilities. The Acquired Assets exclude the assets described on Schedule 2.1 (the "Excluded Assets"). Buyer shall not assume any liabilities of Seller except those expressly assumed on Schedule 2.2 (the "Assumed Liabilities"). All other liabilities remain with Seller.
3. Purchase Price. The total purchase price shall be $[AMOUNT] (the "Purchase Price"), payable as follows: (a) $[CASH AMOUNT] in cash at Closing; (b) $[ESCROW AMOUNT] deposited into Escrow per Section 5; and (c) $[NOTE AMOUNT] evidenced by the Seller Financing Note attached as Exhibit A. The Purchase Price shall be allocated among the Acquired Assets per Schedule 3.1 and reported consistently on IRS Form 8594.
4. Working Capital Adjustment. The Purchase Price assumes Target Working Capital of $[AMOUNT], calculated using the methodology in Schedule 4.1 (based on the trailing 12-month average). Within sixty (60) days after Closing, Buyer shall deliver a Closing Working Capital Statement. Disputes shall be resolved by an independent accountant.
5. Escrow Holdback. $[AMOUNT] (representing [10%] of the Purchase Price) shall be deposited at Closing with [ESCROW AGENT] (the "Escrow Agent") for a period of [18] months (the "General Escrow Period") to fund indemnification claims. An additional $[AMOUNT] (representing [5%] of the Purchase Price) shall be held for [36] months (the "Fundamental Reps Escrow Period").
6. Seller Financing Note. If the Seller Financing Note is counted toward Buyer's required equity injection, it shall be subordinated to the SBA lender and on full standby for the term of the SBA loan, subject to the lender-approved standby agreement. No principal or interest payment, acceleration, or enforcement inconsistent with that agreement is permitted during standby. Interest may accrue at [LENDER-APPROVED RATE AND ACCRUAL METHOD] only as permitted by that agreement; accrual does not make interest currently payable. Exhibit A shall specify the SBA loan maturity [DATE], a Seller Note maturity [DATE AFTER SBA LOAN MATURITY], and the lender-approved repayment schedule beginning only after the SBA loan has been fully repaid and all standby restrictions have ended. Any extension of the SBA loan must be reconciled with the Seller Note and standby agreement before execution of that extension. Exhibit A shall state applicable default notices, cure periods, subordination, and enforcement restrictions. The portion eligible to count toward equity injection is subject to lender confirmation and the SBA rules applicable to the loan; no eligibility is promised by this form.
7. No Seller Earnout. The Purchase Price does not include a seller earnout or any additional payment to Seller contingent on the post-Closing performance of the business. The parties shall not add such consideration to this SBA-financed transaction. The treatment of any proposed purchase-price adjustment or other deferred consideration must be confirmed with Buyer's lender and counsel before the parties amend this Agreement.
8. Representations and Warranties of Seller. Seller represents and warrants to Buyer that, except as set forth in the Disclosure Schedule, the representations on Schedule 8.1 are true and correct on the Signing Date and on the Closing Date. The "Fundamental Representations" are: (a) due organization and authority; (b) title to Acquired Assets; (c) capitalization (if applicable); (d) tax matters; and (e) brokers and finders fees.
9. Indemnification. Seller shall indemnify Buyer for losses arising from breach of any representation, warranty, or covenant of Seller. Buyer shall not be entitled to recover until aggregate losses exceed $[BASKET AMOUNT] (the "Basket"), at which point Seller shall pay from the first dollar (the "Tipping Basket"). Seller's aggregate liability under this Section 9 shall not exceed [15%] of the Purchase Price for general representations, but the Fundamental Representations shall be subject to a cap of [100%] of the Purchase Price. The Basket shall not apply to Fundamental Representations or fraud. The cap shall not apply to fraud or willful misconduct.
10. Closing Conditions. Closing is conditioned upon: (a) accuracy of Seller's representations as of Closing Date; (b) Buyer's receipt of SBA 7(a) loan approval on commercially reasonable terms; (c) receipt of all required third-party consents listed on Schedule 10.1 including landlord consent for lease assignment; (d) absence of any Material Adverse Change; and (e) execution of all transaction documents.
11. Material Adverse Change. "Material Adverse Change" means any change or event having a material adverse effect on the business, financial condition, or operations of the target, including: (a) loss of any of the top three customers; (b) departure of [NAMED KEY EMPLOYEE]; (c) any litigation seeking damages in excess of $[THRESHOLD]; or (d) any other event causing a [10%] or greater decline in trailing-twelve-month revenue. Carve-outs for general economic conditions and industry-wide events shall not apply where the target is disproportionately affected.
12. Non-Compete. For a period of [5] years following the Closing Date, Seller and its principals shall not, directly or indirectly, engage in or own any interest in any business that competes with the target business within [100] miles of the target's principal place of business. This restriction is supported by a portion of the Purchase Price allocated as consideration for non-compete.
13. Survival. General representations survive for [18] months following Closing. Fundamental Representations survive for [36] months. Tax representations survive for the applicable statute of limitations plus 60 days. Covenants requiring performance after Closing survive until performed.
14. Governing Law. This Agreement shall be governed by the laws of the State of [STATE].
[SIGNATURE BLOCKS]
[SCHEDULES AND EXHIBITS]
This template provides a framework only. Asset purchase agreements are highly negotiated and require careful customization for each deal. Customize then upload to Inkvex for a fast risk check, and engage an M&A attorney before execution. Inkvex provides legal information, not legal advice.
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