# ASSET PURCHASE AGREEMENT
## Important status and transaction warning
This fictional agreement is made in England and Wales on 12 May 2027. It records an asset purchase rather than a purchase of shares in the Seller. It is a worked example, not legal, tax, employment or accounting advice. The parties must verify title to every asset, obtain landlord and counterparty consents, check whether the transfer is a transfer of an undertaking under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), and obtain advice on VAT, the transfer of personal data, stamp duty, business rates and any regulated licence. A reference to an asset being included does not transfer a contract, lease, licence, domain name or registered right if a separate consent, form or filing is required.
## 1. Parties and background
This agreement is between Moorland Print Studio Limited, company number 11842076, of 14 Foundry Lane, Sheffield S3 8QH (the Seller), and Cedar North Ventures Limited, company number 14620118, of 2 Wellington Quay, Leeds LS1 4RP (the Buyer). The Seller operates a small-format digital-printing business under the name North Star Printworks from Unit 6, Kelham Works, 31 Albion Street, Sheffield S3 8HT. The Buyer wishes to acquire the operating assets and goodwill so that the business can continue from the same premises. The Seller is not selling its shares, bank accounts, tax history, cash or any asset expressly excluded below.
The Seller confirms that its board approved this agreement on 5 May 2027 and that Elise Morgan, its director, is authorised to sign it. The Buyer confirms that Jonas Patel, its managing director, is authorised to sign it. Each party has had an opportunity to take independent advice. The completion reference is CNP-NSP-120527.
## 2. Definitions
Business means the North Star Printworks digital-printing activity carried on at the Premises. Business Day means a day other than Saturday, Sunday or a bank holiday in England. Completion means completion of the sale under clause 8. Completion Date means 1 June 2027, or another date agreed in writing after the conditions are satisfied. Included Assets means the assets in Schedule 1. Excluded Assets means the assets in Schedule 2. Premises means Unit 6, Kelham Works, 31 Albion Street, Sheffield S3 8HT. Stock means saleable paper, card, ink and packaging held for the Business at Completion. Assumed Liabilities means only the liabilities expressly accepted by the Buyer in clause 5. Long-stop Date means 30 June 2027. Purchase Price means £286,400, subject to the stock adjustment in clause 4.
## 3. Sale and purchase
Subject to the conditions and the payment of the Purchase Price, the Seller sells and the Buyer buys the Included Assets as a going concern at Completion, with full title, free from security interests and other encumbrances except those expressly accepted in writing by the Buyer. The sale includes goodwill associated with the Business, the trading name North Star Printworks, customer and supplier contact details to the extent lawfully transferable, the website northstarprintworks.example.test, the domain registration, social-media business pages, approved artwork files, operating manuals, telephone number 0114 555 9031, and the benefit of the assignable contracts listed in Schedule 3.
The Seller must use reasonable efforts to procure assignment or novation of each contract that cannot pass automatically. Until a required novation is completed, the Seller must hold the benefit for the Buyer and provide reasonable cooperation, but the Buyer must not represent that it is a party to that contract. The sale does not include cash, bank accounts, tax refunds, pre-Completion receivables, the Seller's corporate records, insurance policies, claims relating to the period before Completion, or the Seller's rights under this agreement.
## 4. Price, allocation and stock
The fixed price before the Stock adjustment is £286,400, calculated as £150,000 for goodwill and the trading name, £72,000 for plant and equipment, £18,000 for the website, domain and artwork, £24,000 for assigned contract value, and £22,400 for the agreed opening Stock allowance. The components total £286,400. The parties intend the allocation to be used consistently for their accounts, subject to lawful tax treatment and professional advice.
The Buyer will pay a £28,640 deposit, being 10% of £286,400, to the Seller's solicitors as stakeholder within two Business Days after signature. The deposit is credited against the Completion payment and is returned if the Seller defaults or a condition fails without Buyer default. At Completion, the Buyer pays the balance of £257,760, before the Stock adjustment, by same-day cleared funds. A stocktake at 5.00 pm on the day before Completion will value usable Stock at cost, excluding obsolete or damaged items. If the value is £20,000, the Completion payment remains £257,760; each £1 above or below £20,000 increases or decreases that payment by £1. The parties will sign the stock sheet, so a Stock value of £21,500 produces a payment of £259,260.
The price is exclusive of VAT unless the parties' tax advisers confirm that the transfer qualifies as a transfer of a going concern. If VAT is properly chargeable, the Buyer pays it against a valid VAT invoice in addition to the price. Each party bears its own tax and professional costs, except that the Buyer pays the agreed £1,200 filing fee for the domain transfer.
## 5. Liabilities, employees and premises
The Buyer assumes trade liabilities first arising after Completion under an Included Contract and obligations to perform those contracts after Completion. The Buyer does not assume any borrowing, tax, fine, penalty, litigation liability, employee claim relating to the pre-Completion period, unpaid supplier invoice, or other liability of the Seller unless Schedule 4 expressly says so. The Seller remains responsible for all excluded liabilities and must pay them when due.
The parties believe TUPE applies to the two employees assigned to the Business: Nadia Lewis, production supervisor, and Tomás Reed, print operator. The Seller remains responsible for wages, holiday pay and other entitlements accruing up to Completion; the Buyer is responsible from Completion. Each party must comply with its information and consultation duties and provide employee liability information in the required form. Nothing in this agreement removes an employee's statutory right or transfers a liability contrary to TUPE.
The Premises are held under a lease dated 1 October 2023 with Kelham Estates LLP. Assignment requires the landlord's written consent. That consent is a condition precedent. The Seller must pay rent and outgoings to Completion, and the Buyer must reimburse the agreed apportioned sum of £1,860 for June rent and service charge on Completion. If consent is not obtained by the Long-stop Date despite reasonable efforts, either party may terminate and the deposit is returned, unless the failure was caused by that party's breach.
## 6. Conditions and pre-Completion promises
Completion is conditional on landlord consent, written novation or consent for the three material customer contracts identified in Schedule 3, completion of TUPE information steps, the Buyer's confirmation that its due diligence has not identified a material undisclosed defect, and no insolvency or material adverse change affecting the Business. A condition may be waived only by the party for whose benefit it exists and only in writing.
Before Completion the Seller must operate in the ordinary course, preserve the equipment, maintain insurance, keep the Business's permissions current, not dispose of an Included Asset, and not vary a material contract without the Buyer's written consent. The Buyer must keep information confidential, provide evidence of funding, and cooperate with reasonable access and stocktaking. Each party must promptly disclose a fact that makes a completion condition untrue.
## 7. Warranties and indemnities
The Seller warrants at signing and Completion that it owns the Included Assets; no undisclosed security affects them; its accounts supplied to the Buyer fairly show the Business's trading position in the stated periods; it has disclosed material contracts and threatened claims; the equipment is in its possession; and it has authority to enter this agreement. The Seller does not warrant future profit, uninterrupted trading, a particular print volume, or that every customer will remain.
The Buyer warrants that it has authority, available funds for the Completion payment, and no order prevents it from completing. The Seller indemnifies the Buyer for excluded liabilities, pre-Completion employee and tax claims, and a third-party claim that the Seller lacked title to an Included Asset. The Buyer must give prompt written notice and reasonable details of a claim, mitigate loss, and allow the indemnifying party to participate without admitting liability or settling a claim that imposes an obligation on the other party.
General warranty claims must be notified within 18 months after Completion and tax claims within four years. No claim is payable until aggregate claims exceed £5,000, after which the excess is recoverable; the cap for general warranty claims is £143,200, equal to 50% of the fixed price, and there is no cap for fraud, deliberate concealment, title or excluded liabilities. Nothing excludes liability that cannot lawfully be excluded.
## 8. Completion, handover and transition
At Completion the Seller delivers signed transfers, the landlord consent, contract novations, equipment keys, passwords through a secure handover, domain transfer code, customer notices approved by both parties, employee information, the stock sheet and a receipt for the Completion payment. The Buyer delivers the Completion payment and signed assumption documents. Title and risk in the Included Assets pass when both deliveries occur, and the Seller then gives the Buyer vacant control of the Business while permitting agreed employee access.
For 30 days after Completion, Elise Morgan will provide up to 20 hours of reasonable handover assistance without additional charge, including introductions to key customers and demonstrations of the production workflow. Further assistance costs £65 per hour plus VAT if agreed in writing. The Buyer must not use the Seller's confidential information except to operate the Business, and the Seller must not solicit transferred customers for a competing printing service for 18 months within 25 miles of Sheffield, subject to the restrictions being no wider than reasonably necessary to protect the purchased goodwill.
## 9. Confidentiality, data and notices
Each party must protect the other's non-public commercial, financial, technical and personal information and use it only for this transaction or the Business after Completion. Disclosure is permitted to professional advisers, employees, insurers, funders and authorities who need to know and are bound by confidentiality, or where law requires it. Customer data may be transferred only with a lawful basis, appropriate privacy information and secure measures under UK data-protection law. The Buyer must not use data for unrelated marketing without a lawful basis and a valid opt-out process.
Notices must be in writing and delivered by hand, pre-paid first-class post or email to legal@moorlandprint.example.test for the Seller and legal@cedarnorth.example.test for the Buyer. Email received before 5.00 pm on a Business Day is deemed received on transmission if no failure message is returned; otherwise it is received at 9.00 am on the next Business Day. A dispute must first be referred to Elise Morgan and Jonas Patel for a meeting within ten Business Days. This agreement and non-contractual obligations are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
## 10. General and signatures
This agreement and its schedules are the entire agreement about the asset sale. Variation must be in writing and signed. Neither party may assign it except to a successor acquiring substantially all of its relevant business and assuming the obligations. No partnership, employment relationship beyond any TUPE transfer, or agency is created. If a provision is invalid, it is adjusted only as far as needed. The Contracts (Rights of Third Parties) Act 1999 does not permit a person who is not a party to enforce a term.
Signed for Moorland Print Studio Limited by Elise Morgan, Director, on 12 May 2027:
Signature: ______________________________
Signed for Cedar North Ventures Limited by Jonas Patel, Managing Director, on 12 May 2027:
Signature: ______________________________
Schedule 1 — Included assets: five digital printers, two guillotines, finishing equipment, computers used for production, the North Star Printworks name, goodwill, website, domain, artwork library, approved customer and supplier records, telephone number, transferable contracts, and Stock.
Schedule 2 — Excluded assets: cash, bank accounts, tax records and refunds, pre-Completion receivables, the Seller's company books, insurance claims, personal effects, borrowing, and every liability not expressly assumed.
Schedule 3 — Material contracts: the Sheffield City Council poster framework, Greenline Retail display contract, and Parkside Schools annual-print contract. Each has been disclosed in the data room and requires the counterparty consent listed in the completion checklist.
Schedule 4 — Assumed liabilities: only post-Completion performance obligations under the three novated contracts, post-Completion employee obligations, and the £1,860 apportioned premises charge.