APA (Asset Purchase Agreement)
An APA, or asset purchase agreement, is the binding contract under which a buyer acquires specified assets of a business and assumes specified liabilities. It defines exactly what transfers, what does not, and on what conditions.
Why APA Matters in a Laundromat Sale
In a laundromat sale, the APA is where the deal stops being an idea. It lists the equipment being conveyed by serial number, allocates the price among asset classes, sets representations and warranties, defines closing conditions including landlord consent and financing, and handles prorations, the stored-value liability, non-compete, and transition. Almost every dispute after closing traces back to something the APA did not say.
Example
An APA schedules 62 machines by make, model, and serial; excludes the seller's personal tools and the vehicle; assigns the lease subject to landlord consent; conditions closing on SBA approval; and adjusts the price at closing for the outstanding stored-value card balance.
What to Check
- Schedule every machine by make, model, and serial number.
- Define exactly what is excluded, including personal tools and vehicles.
- Address the stored-value liability, prorations, and lien releases explicitly.
Where This Comes Up
- Laundromat Purchase Agreement Explained Clause by Clause
- Laundromat Purchase Contingencies: Financing, Lease, Diligence, Licenses
- Asset Sale vs. Stock Sale for a Laundromat: Who Bears Which Risk
Related Terms
- LOI (Letter of Intent) — An LOI, or letter of intent
- Asset Sale — An asset sale is a transaction in which the buyer purchases specified business assets — equipment
- Contingency — A contingency is a condition that must be satisfied before a buyer is obligated to close
- Escrow — Escrow is the arrangement in which a neutral third party holds funds and documents and releases them only when the agreed closing conditions are met
See the full laundromat glossary for all 78 terms.
The Next Step
This page is general information about laundromat transactions, not legal, tax, or investment advice, and not a guarantee of sale price, timing, or financing approval. Verify current rules with your own CPA, attorney, lender, and the relevant state or municipal agency before acting.