In the context of a merger or acquisition transaction, asset sales agreements have a number of advantages and disadvantages compared to the use of an equity (or share purchase) or merger agreement. In the event of a capital acquisition or merger, the buyer receives all the assets of the target entity without exception, but automatically assumes all the liabilities of the targeted entity. In addition, a contract for the sale of assets not only allows for the transfer of part of the assets (which is sometimes desired), but also allows the parties to negotiate the commitments of the objective expressly assumed by the buyer and allows the buyer to leave behind liabilities that he does not want to accept (or of which he knows nothing). One of the disadvantages of an asset sale contract is that it can often lead to a greater number of change of control issues. For example, contracts held by a target entity and acquired by a buyer often require the counterparty`s agreement as part of an asset agreement, whereas it is less common for such consent to be required in connection with a share sale or merger agreement. An asset purchase agreement (APA) is an agreement between a buyer and a seller that enters into the terms of buying and selling a company`s assets.   It is important to note, during an APA transaction, that it is not necessary for the buyer to purchase all of the company`s assets. In fact, it is common for a buyer to exclude certain assets in an APA. The provisions of an APA can be the payment of the purchase price, monthly payments, deposits and charges on assets, conditions precedent for conclusion, etc. 3.  An APA is different from a share sale agreement (SPA) which also sells business shares, ownership of assets and ownership of liabilities.  In an APA, the buyer must select certain assets and avoid redundant assets.
These assets are broken down in a calendar for the APA. The buyer in a SPA buys shares of the company. In this case, the breakdown is not necessary, because the transfer of ownership of the company is done as it is. The APA is the legal mechanism for the implementation of a merger or acquisition of companies.  The oil and gas industry does not distinguish between an asset and a share purchase when designating the corresponding sales contract. In this sector, whether it is a purchase of assets or shares, the final agreement is called a purchase and sale agreement (PSA). In addition to the flexibility to sell only certain assets and not the entire business, asset sale contracts generally contain detailed provisions regarding the transfer of liabilities from the seller. The definition and control of behaviour is an important objective of the APP.  The buyer must indicate its authority to acquire the asset. The seller must represent his or her power to sell the asset.
In addition, the seller declares that the purchase price of the asset corresponds to its value and that the seller is not in financial or legal difficulty.. . . .