Bill of Sale and Assignment Agreement
Closing deliverable that transfers purchased assets and memorializes liability assumption under an executed Asset Purchase Agreement (APA). This instrument does not replace the APA — it effectuates the transfers contemplated therein.
Prerequisites
Gather before drafting:
- Executed APA with defined terms for Purchased Assets, Assumed Liabilities, Excluded Assets
- Asset schedule — complete list of tangible and intangible assets
- Liability schedule — Assumed Liabilities and Excluded Liabilities
- Party details — full legal names, entity type, jurisdiction of formation
- Governing law — state-specific transfer requirements (bulk sales, transfer tax, notarization)
Document Sections
1. Header & Recitals
Include document title, full party identification, effective date (may differ from execution date), APA reference by date and parties, incorporation of APA defined terms, and purpose recital stating delivery is pursuant to the APA.
2. Bill of Sale (Tangible Assets)
Use present-tense conveyancing language:
Seller does hereby sell, transfer, assign, convey, and deliver to Buyer all of Seller's right, title, and interest in and to the tangible personal property constituting Purchased Assets...
Include title warranty: good and marketable title, free of liens except as disclosed in the APA.
3. Assignment (Intangible Assets)
Separate section with equivalent conveyancing language covering:
- Intellectual property (patents, trademarks, copyrights, trade secrets)
- Contract rights (subject to third-party consents)
- Permits and licenses (to the extent assignable)
- Customer lists, data, goodwill, books and records
- Other intangibles per APA schedule
Flag consent-conditioned assignments and whether transfer is contingent on obtaining consent.
4. Assumption of Liabilities
Buyer hereby assumes and agrees to pay, perform, and discharge when due the Assumed Liabilities as defined in Section [X] of the APA.
Express carve-out required: Buyer assumes no liability beyond Assumed Liabilities; all Excluded Liabilities remain with Seller.
5. General Provisions
| Clause |
Requirement |
| Subordination to APA |
Instrument does not supersede or modify APA provisions |
| Further assurances |
Seller must execute additional instruments reasonably necessary |
| Governing law |
Match APA governing law |
| Boilerplate |
Successors/assigns, counterparts, severability |
6. Signature Blocks
Both parties sign with authorized officer name and title. Buyer block labeled "Accepted and Agreed."
Checks
1---2name: bill-of-sale-and-assignment3description: Drafts a Bill of Sale, Assignment and Assumption Agreement for M&A asset purchase closings. Transfers purchased assets (tangible and intangible) from seller to buyer and memorializes assumption of specified liabilities. Use when drafting closing deliverables for asset purchase transactions, including IP assignments, contract rights transfers, and goodwill conveyances.4---5
6# Bill of Sale and Assignment Agreement
7
8Closing deliverable that transfers purchased assets and memorializes liability assumption under an executed Asset Purchase Agreement (APA). This instrument does not replace the APA — it effectuates the transfers contemplated therein.
9
10## Prerequisites
11
12Gather before drafting:
13
14- **Executed APA** with defined terms for Purchased Assets, Assumed Liabilities, Excluded Assets
15- **Asset schedule** — complete list of tangible and intangible assets
16- **Liability schedule** — Assumed Liabilities and Excluded Liabilities
17- **Party details** — full legal names, entity type, jurisdiction of formation
18- **Governing law** — state-specific transfer requirements (bulk sales, transfer tax, notarization)
19
20## Document Sections
21
22### 1. Header & Recitals
23
24Include document title, full party identification, effective date (may differ from execution date), APA reference by date and parties, incorporation of APA defined terms, and purpose recital stating delivery is pursuant to the APA.
25
26### 2. Bill of Sale (Tangible Assets)
27
28Use present-tense conveyancing language:
29
30> Seller **does hereby sell, transfer, assign, convey, and deliver** to Buyer all of Seller's right, title, and interest in and to the tangible personal property constituting Purchased Assets...
31
32Include title warranty: good and marketable title, free of liens except as disclosed in the APA.
33
34### 3. Assignment (Intangible Assets)
35
36Separate section with equivalent conveyancing language covering:
37
38- Intellectual property (patents, trademarks, copyrights, trade secrets)
39- Contract rights (subject to third-party consents)
40- Permits and licenses (to the extent assignable)
41- Customer lists, data, goodwill, books and records
42- Other intangibles per APA schedule
43
44Flag consent-conditioned assignments and whether transfer is contingent on obtaining consent.
45
46### 4. Assumption of Liabilities
47
48> Buyer **hereby assumes and agrees to pay, perform, and discharge when due** the Assumed Liabilities as defined in Section [X] of the APA.
49
50Express carve-out required: Buyer assumes no liability beyond Assumed Liabilities; all Excluded Liabilities remain with Seller.
51
52### 5. General Provisions
53
54| Clause | Requirement |
55|---|---|
56| Subordination to APA | Instrument does not supersede or modify APA provisions |
57| Further assurances | Seller must execute additional instruments reasonably necessary |
58| Governing law | Match APA governing law |
59| Boilerplate | Successors/assigns, counterparts, severability |
60
61### 6. Signature Blocks
62
63Both parties sign with authorized officer name and title. Buyer block labeled "Accepted and Agreed."
64
65## Checks
66
67- [ ] Confirm non-novation — instrument supplements, does not replace, the APA
68- [ ] Verify all defined terms match APA definitions exactly (party names, dates, section refs)
69- [ ] Identify assets needing separate instruments: USPTO/Copyright Office IP filings, vehicle titles, real estate deeds
70- [ ] Check jurisdiction requirements: transfer tax affidavits, bulk sales compliance, notarization
71- [ ] Flag contracts/licenses requiring third-party consent not yet obtained
72- [ ] Confirm effective date alignment with APA closing date
CaseMark