## Asset Purchase Agreement

### Table of Contents

1. Introduction
2. Definitions
3. Purchase and Sale of Assets
4. Representations and Warranties
5. Covenants
6. Closing
7. Representations and Warranties Survival
8. Indemnification
9. Termination
10. Governing Law and Dispute Resolution
11. Entire Agreement
12. Notices
13. Severability
14. Waiver
15. Binding Effect
16. Confidentiality
17. Miscellaneous

### Introduction

This Asset Purchase Agreement (the "Agreement") is made and entered into as of [DATE], by and between [SELLER NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (the "Seller"), and [BUYER NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (the "Buyer").

### Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

* **"Assets"** means all of the assets of the Seller, including, but not limited to, the following:
    * [List of assets to be purchased]
* **"Closing"** means the date on which the purchase and sale of the Assets shall be consummated, as set forth in Section 6 below.
* **"Closing Date"** means the date on which the Closing occurs.
* **"Effective Date"** means the date on which the Seller shall transfer ownership of the Assets to the Buyer, as set forth in Section 3 below.
* **"Purchase Price"** means the sum of [AMOUNT] in [CURRENCY], payable to the Seller in accordance with the terms of this Agreement.

### Purchase and Sale of Assets

1. **Sale of Assets.** The Seller agrees to sell, convey, transfer, assign, and deliver to the Buyer, and the Buyer agrees to purchase, receive, and accept from the Seller, all of the Assets, free and clear of all liens, encumbrances, and other claims, except as specifically disclosed in writing to the Buyer prior to the Closing Date.
2. **Transfer of Ownership.** The Seller shall transfer ownership of the Assets to the Buyer on the Effective Date.
3. **Purchase Price.** The Buyer shall pay the Purchase Price to the Seller on the Closing Date.

### Representations and Warranties

1. **Seller Representations and Warranties.** The Seller represents and warrants to the Buyer, as of the Closing Date and as of the Effective Date, that:
    * The Seller has the full right, power, and authority to enter into this Agreement and to sell, convey, transfer, assign, and deliver the Assets to the Buyer.
    * The Assets are free and clear of all liens, encumbrances, and other claims, except as specifically disclosed in writing to the Buyer prior to the Closing Date.
    * The Seller is in good standing under the laws of the State of [STATE].
    * The Seller has complied with all applicable laws and regulations in connection with the ownership and operation of the Assets.
    * The Seller has not received any notice of any pending or threatened litigation or regulatory action that could materially adversely affect the Assets.
    * The Seller has not entered into any agreement or understanding that would materially adversely affect the Assets.
    * The Seller has not made any material misrepresentations or omissions in connection with this Agreement.
2. **Buyer Representations and Warranties.** The Buyer represents and warrants to the Seller, as of the Closing Date and as of the Effective Date, that:
    * The Buyer has the full right, power, and authority to enter into this Agreement and to purchase, receive, and accept the Assets from the Seller.
    * The Buyer has the financial resources to complete the purchase of the Assets.
    * The Buyer has not entered into any agreement or understanding that would materially adversely affect the Buyer's ability to complete the purchase of the Assets.

### Covenants

1. **Seller Covenants.** The Seller covenants and agrees to:
    * Use commercially reasonable efforts to cooperate with the Buyer in connection with the transfer of the Assets.
    * Provide the Buyer with all reasonable access to the Assets and to the Seller's books and records relating to the Assets.
    * Not enter into any agreement or understanding that would materially adversely affect the Assets.
    * Not make any material misrepresentations or omissions in connection with this Agreement.
2. **Buyer Covenants.** The Buyer covenants and agrees to:
    * Use commercially reasonable efforts to cooperate with the Seller in connection with the transfer of the Assets.
    * Not disclose any confidential information of the Seller to any third party without the Seller's prior written consent.

### Closing

1. **Closing Date.** The Closing shall occur on [DATE] (the "Closing Date"), or such other date as the parties may agree in writing.
2. **Closing Conditions.** The Closing shall be subject to the satisfaction of the following conditions precedent:
    * The Seller shall have delivered to the Buyer all of the documents and instruments necessary to effect the transfer of the Assets to the Buyer.
    * The Buyer shall have delivered to the Seller the Purchase Price.
3. **Closing Location.** The Closing shall take place at [LOCATION].

### Representations and Warranties Survival

The representations and warranties made by the Seller and the Buyer in this Agreement shall survive the Closing for a period of [NUMBER] years.

### Indemnification

1. **Seller Indemnification.** The Seller shall indemnify and hold harmless the Buyer, its officers, directors, employees, agents, and representatives, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
    * Any breach of the Seller's representations and warranties in this Agreement.
    * Any claim or demand made against the Buyer arising out of or relating to the Assets prior to the Closing Date.
2. **Buyer Indemnification.** The Buyer shall indemnify and hold harmless the Seller, its officers, directors, employees, agents, and representatives, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
    * Any breach of the Buyer's representations and warranties in this Agreement.
    * Any claim or demand made against the Seller arising out of or relating to the Assets after the Closing Date.

### Termination

1. **Termination by Either Party.** Either party may terminate this Agreement at any time prior to the Closing Date by giving written notice to the other party.
2. **Termination for Material Breach.** This Agreement may be terminated by either party upon the occurrence of a material breach of this Agreement by the other party, provided that the breaching party shall have [NUMBER] days to cure such breach after written notice from the non-breaching party.

### Governing Law and Dispute Resolution

1. **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].
2. **Dispute Resolution.** Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in [LOCATION]. The decision of the arbitrator shall be final and binding on the parties.

### Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

### Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier service, addressed as follows:

If to the Seller:
[SELLER NAME]
[ADDRESS]

If to the Buyer:
[BUYER NAME]
[ADDRESS]

### Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

### Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

### Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

### Confidentiality

The parties agree to hold confidential all information disclosed by the other party in connection with this Agreement, except to the extent such information is already in the public domain or is required to be disclosed by law.

### Miscellaneous

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[SELLER NAME]**

By: [NAME]

Title: [TITLE]

**[BUYER NAME]**

By: [NAME]

Title: [TITLE]

### Sources

* **The Constitution of Kenya, 2010**
* **The Companies Act, 2015**
* **The Law of Contract Act, 2015**
* **The Sale of Goods Act, 2015**

This Asset Purchase Agreement is a sample document and should be reviewed by a qualified legal professional before use. The specific terms of the Agreement should be tailored to the specific circumstances of the transaction.

## Asset Purchase Agreement for Business Acquisition

---

### Table of Contents

1. Introduction
2. Definitions
3. Purchase and Sale of Assets
4. Purchase Price and Payment
5. Representations and Warranties
6. Covenants
7. Closing
8. Conditions Precedent to Closing
9. Indemnification
10. Confidentiality
11. Termination
12. Miscellaneous Provisions
13. Signatures

---

### 1. Introduction

This Asset Purchase Agreement (the "Agreement") is made and entered into as of [Date], by and between [Seller's Full Name], a company incorporated under the laws of Kenya with its principal place of business at [Seller's Address] (the "Seller"), and [Buyer's Full Name], a company incorporated under the laws of Kenya with its principal place of business at [Buyer's Address] (the "Buyer").

### 2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

- **"Assets"**: All tangible and intangible assets of the Seller, including but not limited to equipment, machinery, inventory, intellectual property, customer lists, and contracts.
- **"Closing Date"**: The date on which the closing of the transactions contemplated by this Agreement takes place.
- **"Purchase Price"**: The total consideration to be paid by the Buyer to the Seller for the Assets.

### 3. Purchase and Sale of Assets

3.1 **Transfer of Assets**: Subject to the terms and conditions of this Agreement, the Seller agrees to sell, transfer, and assign to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Seller's right, title, and interest in and to the Assets.

3.2 **Excluded Assets**: The following assets are excluded from the sale and shall remain the property of the Seller: [List of Excluded Assets].

### 4. Purchase Price and Payment

4.1 **Purchase Price**: The Purchase Price for the Assets shall be [Amount in Words] ([Amount in Figures]).

4.2 **Payment Terms**: The Purchase Price shall be paid by the Buyer to the Seller as follows:
- [Payment Method 1]
- [Payment Method 2]

4.3 **Adjustments**: The Purchase Price shall be subject to adjustments based on the final inventory count and any other agreed-upon adjustments.

### 5. Representations and Warranties

5.1 **Seller's Representations and Warranties**: The Seller represents and warrants to the Buyer that:
- The Seller has the full right, power, and authority to enter into this Agreement and to sell the Assets.
- The Assets are free and clear of all liens, encumbrances, and claims.
- The Seller is not a party to any litigation or legal proceedings that would affect the sale of the Assets.

5.2 **Buyer's Representations and Warranties**: The Buyer represents and warrants to the Seller that:
- The Buyer has the full right, power, and authority to enter into this Agreement and to purchase the Assets.
- The Buyer has sufficient funds to pay the Purchase Price.

### 6. Covenants

6.1 **Seller's Covenants**: The Seller covenants to the Buyer that:
- The Seller will operate the business in the ordinary course until the Closing Date.
- The Seller will not enter into any contracts or agreements that would affect the Assets without the Buyer's consent.

6.2 **Buyer's Covenants**: The Buyer covenants to the Seller that:
- The Buyer will use its best efforts to obtain any necessary approvals or consents required for the purchase of the Assets.
- The Buyer will maintain the confidentiality of any proprietary information received from the Seller.

### 7. Closing

7.1 **Closing Date**: The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on [Closing Date] at [Closing Location], or at such other time and place as the parties may agree.

7.2 **Deliveries at Closing**: At the Closing:
- The Seller shall deliver to the Buyer a bill of sale and any other documents necessary to transfer the Assets.
- The Buyer shall deliver to the Seller the Purchase Price.

### 8. Conditions Precedent to Closing

8.1 **Conditions to Buyer's Obligations**: The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
- The representations and warranties of the Seller shall be true and correct as of the Closing Date.
- The Seller shall have performed all covenants and agreements required to be performed by it under this Agreement.

8.2 **Conditions to Seller's Obligations**: The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:
- The representations and warranties of the Buyer shall be true and correct as of the Closing Date.
- The Buyer shall have performed all covenants and agreements required to be performed by it under this Agreement.

### 9. Indemnification

9.1 **Indemnification by Seller**: The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, and expenses arising out of or resulting from any breach of the Seller's representations, warranties, or covenants.

9.2 **Indemnification by Buyer**: The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, and expenses arising out of or resulting from any breach of the Buyer's representations, warranties, or covenants.

### 10. Confidentiality

10.1 **Confidential Information**: Each party agrees to maintain the confidentiality of all proprietary information received from the other party and to use such information solely for the purposes of this Agreement.

### 11. Termination

11.1 **Termination Events**: This Agreement may be terminated at any time prior to the Closing:
- By mutual written consent of the Seller and the Buyer.
- By either party if the Closing has not occurred by [Termination Date], provided that the terminating party is not in breach of any of its obligations under this Agreement.

11.2 **Effect of Termination**: In the event of termination, this Agreement shall become void and of no further force and effect, except for the provisions of Sections 9 (Indemnification) and 10 (Confidentiality), which shall survive termination.

### 12. Miscellaneous Provisions

12.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of Kenya.

12.2 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

12.3 **Amendments**: This Agreement may be amended only by a written instrument signed by both parties.

12.4 **Notices**: All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by registered or certified mail, return receipt requested, to the addresses set forth above.

12.5 **Severability**: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.6 **Counterparts**: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

### 13. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase Agreement as of the day and year first above written.

---

**Seller:**

[Seller's Full Name]  
[Seller's Title]  
[Seller's Company Name]  
[Seller's Signature]  
[Date]

**Buyer:**

[Buyer's Full Name]  
[Buyer's Title]  
[Buyer's Company Name]  
[Buyer's Signature]  
[Date]

---

### TLDR

This Asset Purchase Agreement outlines the terms and conditions for the sale and purchase of specific assets between a seller and a buyer in Kenya. It includes provisions on the purchase price, representations and warranties, covenants, closing conditions, indemnification, confidentiality, and termination.

### Conclusion

This Asset Purchase Agreement is designed to ensure a smooth and legally compliant transfer of assets between the seller and the buyer. It is essential for both parties to carefully review and understand the terms of the agreement to protect their respective interests.

---

Sources:
- [Kenya Law Reports](http://www.kenyalaw.org:8181/exist/kenyalex/actview.xql?actid=CAP.%20499A)
- [CR Advocates LLP](https://www.cradvocatesllp.com/the-law-on-mergers-and-acquisitions-in-kenya/)
- [RSM Kenya](https://www.rsm.global/kenya/insights/consulting-insights/business-acquisitions-brief-guide)
- [Bowmans Law](https://bowmanslaw.com/insights/kenya-the-need-for-change-the-transfer-of-businesses-act-and-its-application-in-the-sale-of-distressed-assets/)

Draft an Asset Purchase Agreement for a business acquisition.

Ask a lawyer: Draft an Asset Purchase Agreement for a business acquisition.

Ask a lawyer:
Draft an Asset Purchase Agreement for a business acquisition.