Jurisdiction(s):
United Kingdom
Key definition
Asset purchase agreement definition

What does Asset purchase agreement mean? An asset purchase agreement (APA), often called a business and asset sale agreement, is the contract used to buy specified assets of a business and, only if agreed, to assume identified liabilities, rather than acquiring the company’s shares. The term is a descriptive expression used in practice, not a statutory definition, and its use is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Typical features include: a schedule of included and excluded assets and liabilities; transfer mechanics for tangible assets, intellectual property and goodwill; assignment or novation of contracts and licences (and any third‑party or regulatory...

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Buyer‑friendly environmental, health and safety warranty schedule for asset purchase agreements: permits, compliance, hazardous substances, asbestos, producer responsibility, ESOS and insurance

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Definitions

  • Environment – any or all of the following media: (a) air, including air inside buildings or other structures and at levels below or above ground; (b) land, covering buildings and any other structures or erections upon, in or beneath it, together with soil and anything beneath the land's surface; and (c) water, including groundwater and surface water, plus any ecological systems or living organisms (humans included) sustained by those media.
  • EHS Laws – all relevant legislation (whether civil, criminal or administrative), statutes, statutory instruments, directives, regulations, Common law, codes of practice and guidance notes (having legal effect), and any instructions or decisions of any court or regulatory Authority that concern EHS Matters.
  • EHS Matters – any issues connected with the Environment, energy efficiency, climate change, or health and safety...
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Keith Davidson
Keith Davidson

Keith is a Partner at Irwin Mitchell in Manchester specialising in environmental transaction advice. Keith is dual qualified in England / Wales and N.Ireland and is a former Environment Commissioner for Greater Manchester. His practice areas include contaminated land, brownfield development, environmental insurance, and carbon literacy training. He provides EHS transactional support to 20 other law firms. Keith has been top ranked in Chambers and Legal 500 for the last 15 years.  “A leader at understanding and managing environmental liability” Chambers UK Guide...

Web page updated on 22/05/2026

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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

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