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Asset Purchase Contract

Asset Purchase Contract Template for New Zealand

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Key Requirements PROMPT example:

Asset Purchase Contract

"I need an Asset Purchase Contract for my technology company to acquire the software assets, client contracts, and IP rights of a small development firm in Auckland, with completion planned for March 2025 and including post-completion technical support provisions."

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Document background
The Asset Purchase Contract is a fundamental transaction document used in New Zealand business acquisitions where specific assets are being purchased rather than shares in a company. This contract type is essential when parties wish to cherry-pick particular assets and exclude certain liabilities, offering more flexibility than a share purchase. The document must comply with New Zealand legal requirements, including the Contract and Commercial Law Act 2017, Property Law Act 2007, and relevant tax legislation. It typically includes detailed schedules of assets, purchase price mechanics, warranties, and completion obligations. This agreement is particularly useful in situations where businesses are restructuring, divesting non-core assets, or acquiring specific business units, and can be adapted for transactions ranging from simple asset transfers to complex multi-asset business acquisitions.
Suggested Sections

1. Parties: Identification of seller and purchaser with full legal names and addresses

2. Background: Context of the transaction, including brief description of the assets and purpose of the agreement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Core agreement to sell and purchase the assets, including confirmation of title transfer

5. Purchase Price: Amount payable, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion occurs

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Process for closing the transaction, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the assets and business

10. Tax: Treatment of tax matters, including GST and any tax indemnities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments

Optional Sections

1. Post-Completion Obligations: Used when there are specific obligations that continue after completion, such as transitional arrangements

2. Intellectual Property: Required when the assets include IP rights that need specific treatment

3. Employee Matters: Necessary when the purchase involves transfer of employees

4. Environmental Matters: Required for assets with environmental considerations or compliance requirements

5. Property Matters: Used when real property is included in the asset purchase

6. Restraint of Trade: Include when requiring the seller to be restrained from competing

7. Third Party Consents: Required when asset transfer requires specific third party approvals

8. Overseas Investment: Necessary when the purchaser is an overseas person requiring OIO approval

9. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

10. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

Suggested Schedules

1. Schedule 1 - Asset Description: Detailed description and listing of all assets being purchased

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments

3. Schedule 3 - Warranties: Comprehensive list of seller's warranties

4. Schedule 4 - Completion Obligations: Detailed list of actions and deliverables required at completion

5. Schedule 5 - Contracts: List of contracts being transferred

6. Schedule 6 - Intellectual Property: Details of any IP rights included in the sale

7. Schedule 7 - Property Details: Details of any real property included in the sale

8. Schedule 8 - Employees: List of employees and their key employment terms if relevant

9. Appendix A - Form of Transfer Documents: Templates for documents required to transfer assets

10. Appendix B - Due Diligence Results: Summary of due diligence findings and disclosed matters

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses









































Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Agriculture

Professional Services

Healthcare

Hospitality

Construction

Mining

Transportation

Energy

Telecommunications

Financial Services

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Operations

Strategy

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Business Development Manager

Mergers & Acquisitions Manager

Transaction Manager

Risk Manager

Company Secretary

Asset Manager

Operations Director

Investment Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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