Sample Asset Purchase Agreement Dental Practice

When purchasing a dental practice, there are many legal documents that need to be drafted, reviewed, and executed. One of the most important of these documents is the asset purchase agreement. This agreement outlines the terms of the sale, including the assets being transferred and the purchase price.

A sample asset purchase agreement for a dental practice typically includes the following key provisions:

1. Definitions: This section defines key terms used throughout the agreement, such as “Assets,” “Closing Date,” “Purchase Price,” and “Seller.”

2. Purchase and Sale of Assets: This section outlines the assets being purchased, which may include equipment, supplies, patient records, and goodwill.

3. Purchase Price: This section details the amount that the buyer will pay for the assets. The purchase price may be a lump sum, or it may be paid in installments.

4. Representations and Warranties: This section includes statements made by the seller regarding the condition of the assets and the practice as a whole. The seller may represent that all equipment is in working order, that all patient records are up to date, and that there are no pending lawsuits or regulatory investigations.

5. Covenants: This section outlines actions that the seller must take prior to the closing date, such as notifying patients of the sale and transferring permits and licenses.

6. Closing Conditions: This section details the conditions that must be met in order for the sale to close. These may include obtaining necessary permits and licenses, completing due diligence, and obtaining financing.

7. Indemnification: This section outlines the parties’ liability in the event of a breach of the agreement. The seller may agree to indemnify the buyer for any damages arising from the seller’s breach of the agreement.

8. Confidentiality: This section ensures that all confidential information, such as patient records and financial statements, will be kept confidential by both parties.

Overall, a well-drafted asset purchase agreement is essential to protect the interests of both the buyer and the seller in a dental practice sale. It is important to work with a qualified attorney to ensure that all provisions are well-drafted and to address any specific concerns or issues that may arise during the negotiation process.

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