This short-form asset purchase agreement is for use in the sale of a seller's assets for cash. A short-form agreement may be appropriate when less consideration is paid by buyer and/or where the nature of the acquisition is relatively straightforward and the parties desire to simplify negotiation. This template includes practical guidance, drafting notes, and optional clauses. This template is drafted in a way such that seller will be selling material contracts, inventory, machinery, equipment, and vehicles used in the business. Depending on the nature of the business, some or all of these assets will need to be modified and tailored to the transaction. This template assumes that the transaction will sign and close simultaneously. As a result, there are no closing conditions (or materiality scrapes), pre-closing covenants, or termination provisions that would otherwise be customary in a two-step transaction. The seller bears the risks associated with obtaining any third-party consents or approvals prior to the signing and closing. If such consents and approvals are not obtained prior to the closing, then the buyer assumes the risks associated with closing over consents and approvals. This template is intended to accord with New York law and assumes that both the buyer and seller are private New York corporations but could be modified for use with other entities organized under New York law. This template assumes that all or substantially all of the seller's assets will be sold to the buyer. Under New York law, such a sale occurs if the sale is not made in the "usual or regular course of the business actually conducted by such corporation." Absent additional requirements in the corporation's certificate of incorporation, sales, leases, exchanges, and other dispositions of all or substantially all of the assets of a corporation outside the ordinary course of business must be approved by the corporation's shareholders. N.Y. Bus. Corp. Law § 909(a). For New York corporations formed after February 22, 1998, the sale must be approved by a majority of the votes of all outstanding shares entitled to vote. N.Y. Bus. Corp. Law § 909(a)(3). For corporations already in existence on February 22, 1998, the sale must be approved by two-thirds of the votes of all outstanding shares entitled to vote. N.Y. Bus. Corp. Law § 909(a)(3). This template also assumes: • The seller employs less than 100 full-time employees, so no notification requirement under the Worker Adjustment and Retraining Notification Act is required. • There is no need for an escrow holdback (i.e., because the seller does not intend to distribute the purchase price to a disparate base of shareholders and can thus be tracked down and served should an indemnity claim arise in the future). • The nature of the acquired assets is relatively straightforward and does not necessitate detailed representations and warranties in any specialist area of the law (e.g., intellectual property, employee benefits, real estate, data privacy and cybersecurity, environmental law, product manufacturing, etc.). • No transition services agreement, intellectual property assignment or license agreement, or employment agreements are necessary. • A single buyer and seller are parties to the transaction, with no additional seller shareholders. • No owned real property will be conveyed in connection with the transaction. • No representations and warranties insurance will be obtained for the transaction. This short-form asset purchase agreement assumes that no antitrust issues are presented and that no antitrust or regulatory filings are required in connection with the transaction (e.g., Hart-Scott-Rodino (HSR) filings), although it otherwise addresses regulatory schemes that are generally applicable without regard to industry such as tax, ERISA (defined herein) and environmental laws. This template assumes the seller is not the subsidiary of a parent group, and neither party is an S corporation. The provisions of this template are generally drafted in favor of the seller, however, there is commentary throughout the template indicating variations on certain provisions that are more pro-buyer. For a long-form asset purchase agreement, see Asset Purchase Agreement (Pro-Seller) (DE) and Asset Purchase Agreement (Pro-Buyer) (DE). For a pro-buyer short-form asset purchase agreement governed by New York law, see Asset Purchase Agreement (Pro-Buyer) (Short-Form) (NY). For discussion of drafting considerations generally in asset purchase transactions, see Asset Purchase Agreement Basics, Asset Sales (NY Corporation), and Acquisition Agreement (NY). See also Asset Acquisition Resource Kit. Click here to see recent examples of publicly filed asset purchase agreements governed by New York law in Market Standards—M&A.