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An asset purchase agreement (APA) is an agreement between a buyer and a seller that enters into the terms of buying and selling a company`s assets.   It is important to note, during an APA transaction, that it is not necessary for the buyer to purchase all of the company`s assets. In fact, it is common for a buyer to exclude certain assets in an APA. The provisions of an APA may include payment of the purchase price, monthly payments, instructions and charges on assets, conditions precedent of closing, etc.  An APA is different from a share sale agreement (SPA) that also sells business shares, ownership of assets and ownership of liabilities.  In an APA, the buyer must select certain assets and avoid redundant assets. These assets are broken down in a calendar for the APA. The buyer in a SPA buys shares of the company. In this case, the breakdown is not necessary, because the transfer of ownership of the company is done as it is. For example, contracts held by a target entity and acquired by a buyer often require the counterparty`s agreement under an asset agreement, whereas it is less common for such consent to be required in connection with a share sale or merger agreement.
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