Bill Of Sale And Assignment

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name: bill-of-sale-and-assignment
description: 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.
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# 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

- [ ] Confirm non-novation — instrument supplements, does not replace, the APA
- [ ] Verify all defined terms match APA definitions exactly (party names, dates, section refs)
- [ ] Identify assets needing separate instruments: USPTO/Copyright Office IP filings, vehicle titles, real estate deeds
- [ ] Check jurisdiction requirements: transfer tax affidavits, bulk sales compliance, notarization
- [ ] Flag contracts/licenses requiring third-party consent not yet obtained
- [ ] Confirm effective date alignment with APA closing date