This template Asset Purchase Agreement (Pro-Buyer) (DE) is for use in the acquisition of all or substantially all of a seller's assets by a buyer for cash, with an optional earn-out mechanism. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. Click here to see recent examples of publicly filed asset purchase agreements in Market Standards. In an asset purchase agreement, a buyer purchases certain reasonably enumerated assets from a seller. Unlike a stock purchase, a buyer does not purchase the shares of the company from its stockholders. As a result, the ownership of the company does not change at the end of the transaction. Also, unlike a merger, no parties or subsidiaries merge and, as a result, each party to an asset purchase will maintain its separate legal existence after consummation of the transaction. Nor do buyers in an asset purchase agreement succeed to all of a seller's assets and liabilities by operation of law, as occurs ...