We can distinguish two very important moments in an asset deal. Firstly, the moment of signing when the parties sign the Asset Purchase Agreement (APA). Often the signing will be accompanied by the inclusion of conditions precedent and preclosing obligations. The closing is the transfer of ownership and payment of the purchase price after the conditions precedent and pre-closing obligations have been fulfilled. This transfer of ownership is formalised in a closing agreement.
With an asset deal, the formalities are similar to the share deal, namely: the payment of the purchase price, but also the conforming delivery of the sold goods according to Article 1604 of the Civil Code. Here, the seller does have an obligation to deliver the property by handing over the keys of the property sold, for example. It must always be ensured that in an asset deal the transfer actually takes place.
At the time of the closing it is common for parties to sign a closing memorandum. This is a document in which the parties confirm a number of things, such as that the conditions precedent have been fulfilled, the necessary approvals have been given for the transaction, the assets have been delivered, the purchase price
has been paid, the representations and warranties are still valid at the time of the closing, the parties have fulfilled all their contractual obligations up to the date of the closing, etc,
