Asset Purchase Agreement (APA)

• Suitable for transaction where the buyer purchases certain assets related to a seller’s business (fin. liiketoimintakauppa).
• The assets typically comprise of agreements, fixed assets, inventory, and intangible assets related to the business.
• VAT exempt transfer in certain cases.
• Employees related to the business/assets will transfer as so-called old employees in accordance with Chapter 1, Section 10 of the Employment Contracts Act (55/2001, as amended).
• Main sections include Object of transfer, Taxes, Transfer of employees, Purchase price and payment, Completion, Transfer of title, Possession and risk of loss, Representations and warranties of the seller/buyer, Indemnification by the seller/buyer, Limitation of liability, and Non-competition and non-solicitation (optional).

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