Asset Purchase Agreement
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
Asset Purchase Agreement is the binding contract of an online-store sale: it names which assets transfer, how the price pays out, what the seller promises is true, and what happens if a promise breaks. It is the paperwork behind an asset sale, which every deal on Kairos uses instead of transferring the seller's company itself. It gets signed after due diligence closes, right before escrow is funded.
The Clauses That Carry Weight
Four sections do most of the work: the asset schedule naming exactly what moves, the payment mechanics including escrow and any holdback, the representations and warranties where the seller stands behind the numbers, and the transition support terms. Everything else is plumbing around those four. Generic template-mill contracts are written for trucks and storefronts, so they rarely name a domain registrar transfer, a store admin handover, or an ad account's pixel history as a distinct asset. If a template does not name the asset by name, the asset does not transfer, and that gap is where a real deal quietly unwinds after closing.