What does 'As Is' legally mean?

An 'As Is' clause indicates the buyer accepts the condition of assets at closing and the seller disclaims most express warranties; however, fraud or intentional nondisclosure of material facts can still give rise to claims.

Can an As Is Agreement be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Are disclosures required with an As Is sale?

Yes. Sellers should provide a comprehensive disclosure schedule of known defects and liabilities; incomplete disclosures increase litigation risk and may negate As Is protections.

Who should sign on behalf of an entity?

An authorized officer, manager, or person with documented signature authority should sign; verify authority with corporate resolutions or operating agreement excerpts to avoid enforceability issues.

Is notarization needed?

Not typically for the contract itself, but ancillary instruments (deeds, UCC filings) often require notarization or recording; state rules vary and must be checked.

How to handle third-party consents?

Identify contracts requiring assignment consent early, obtain consents pre-closing or include escrow/conditional mechanics to handle delayed consents.

Electronic Signature
Templates
Miscellaneous
Business Transaction As Is Agreement

Business Transaction As Is Agreement

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Business Transaction As Is Agreement

Parties

Seller Name:

Seller Address

Buyer Name:

Buyer Address

Recitals

WHEREAS, Seller is the lawful owner or authorized transferor of certain business assets, inventory, goodwill, and associated rights (collectively, the "Assets") to be sold and transferred pursuant to this Agreement; and

WHEREAS, Buyer desires to purchase the Assets from Seller, and Seller desires to sell the Assets to Buyer, on an "AS IS, WHERE IS" basis without representations or warranties except as expressly set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing such sale, transfer and purchase of the Assets.

Description of Assets / Scope of Transaction

Describe Assets, Liabilities Included and Excluded

Payment Terms

Purchase Price:

Deposit (if any) Payment Schedule and Method

Late Payment Fee:

Term and Termination

Effective Date: Termination Date (if applicable):

Notice Period for Termination

Termination for Cause: Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for the notice period set forth above; termination shall be without prejudice to remedies that have accrued prior to termination.

As-Is Condition; Representations and Warranties

Buyer acknowledges and agrees that Buyer has inspected the Assets to Buyer’s satisfaction and is acquiring the Assets in their present condition, "AS IS, WHERE IS," with all faults and without any express or implied warranty of merchantability, fitness for a particular purpose, latent defects, or other warranties except as expressly set forth in this Agreement. Seller expressly disclaims all such warranties to the fullest extent permitted by law.

Seller represents and warrants solely that Seller has the authority to enter into this Agreement and to transfer the Assets as set forth herein. Except for the foregoing representation of authority, Seller makes no representations or warranties regarding title, condition, profitability, regulatory compliance, or any other matter concerning the Assets.

Confidentiality

Each party shall keep confidential all nonpublic information disclosed by the other party in connection with the negotiation and performance of this Agreement and shall not disclose such information to third parties except to its professional advisors or as required by law. Confidentiality obligations shall survive termination for a period of years.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any and all Losses arising out of the indemnifying party’s breach of this Agreement, willful misconduct, or negligence. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense thereof.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement, including any schedules or exhibits executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Miscellaneous

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and do not affect interpretation.

Seller Name:

By:

Date:

Buyer Name:

By:

Date:

What the Business Transaction As Is Agreement Is

A Business Transaction As Is Agreement documents the sale or transfer of a business, business units, assets, or ownership interests where the seller provides the buyer no express warranties about condition, performance, or future profitability. The agreement typically describes the assets included, discloses known defects or liabilities, allocates risk, and sets out closing mechanics, purchase price adjustments, and indemnities. Parties often pair it with a bill of sale, assignment schedules, and a disclosure schedule; commercial diligence and legal review before signing are recommended because the buyer accepts the asset or interest in its current condition.

Why an As Is Agreement Matters for Business Transfers

An As Is clause clarifies risk allocation at closing, limits seller warranties, and preserves purchase price certainty while requiring buyers to perform appropriate due diligence. It reduces post-closing warranty disputes if disclosures are complete and properly documented.

Who Typically Prepares or Signs This Agreement

Parties to a business sale, their advisors, and intermediaries use this agreement to document terms when the seller will not make operational warranties.

Sellers and business owners handling a direct sale or asset transfer, who want to limit post-closing liability and avoid ongoing representations.
Buyers and investment groups conducting acquisitions who rely on diligence and contract remedies rather than seller warranties.
Attorneys, brokers, and accountants preparing schedules, purchase price adjustments, and tax or regulatory disclosures.

Final signatures are typically by authorized officers or members; signature authority and any required consents should be confirmed before execution.

Core Elements to Include in an As Is Agreement

A comprehensive As Is Agreement combines allocation of risk with clear exhibit references so parties and downstream reviewers can determine rights and obligations after closing.

Parties

Full legal names and entity types for buyer and seller, including state of organization and contact details.

Assets Covered

Specific asset list or classes (inventory, IP, contracts) and any excluded items described in schedules or exhibits.

As Is Clause

Unambiguous language stating seller makes no warranties as to condition, merchantability, or fitness unless expressly stated.

Disclosures

Disclosure schedule listing known defects, liabilities, pending claims, and material contracts affecting value.

Purchase Price & Adjustments

Allocation of purchase price, escrows, holdbacks, and post-closing adjustment mechanics.

Indemnity & Remedies

Limited indemnities, caps, survival periods, and dispute resolution procedures including governing law.

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare, review, and finalize a Business Transaction As Is Agreement.

01

Draft Core Terms: Define parties, assets, price, and As Is language in plain terms.
02

Attach Disclosures: Include schedules for known liabilities, contracts, and compliance issues.
03

Review with Advisors: Have counsel and tax advisors confirm allocation and indemnity structure.
04

Execute and Exchange: Obtain signatures and confirm delivery of ancillary documents at closing.

Configuring an Online Signing Workflow

When completing the agreement electronically, set up fields and routing to mirror closing order and required approvals.

Field	Configuration
Signature Order	Set to sequential to match closing steps and escrow release.
Required Attachments	Require buyer proof of funds and seller disclosure schedule upload.
Authentication	Use email plus SMS or advanced authentication for high-value deals.
Audit Trail	Enable timestamping, IP capture, and download of completion certificate.

Where to File, Send, or Deliver the Signed Agreement

Execution is followed by delivery to stakeholders and, when required, filing with relevant agencies or third parties.

Buyer & Seller Records: Each party retains an executed copy for corporate minutes and accounting.
Escrow Agent: Send final signed agreement to escrow for release conditions and funds disbursement.
Contract Counterparties: Notify and deliver assignments to counterparties where consent clauses require.
Regulatory Filings: File UCC-1 or other lien-related documents with state filings as applicable.

Digital Signing and File Format Considerations

Use a platform that preserves signatures, audit trails, and originals in standard formats.

Accepted Formats: PDF and DOCX recommended for preservation and redaction control.
Audit Trail: Timestamps, IP, and signer metadata required for evidentiary value.
Integrations: Connectors to document management and CRM systems improve recordkeeping.

Ensure the chosen eSignature service complies with ESIGN/UETA and, where necessary, industry-specific rules such as HIPAA or 21 CFR Part 11.

Timelines and Key Deadlines to Track

Track execution, closing, and post-closing obligations to avoid statute or contractual defaults.

Execution Date Deadline:

Must match Effective Date in contract fields and all signatures.

Closing Date:

Date when funds, deeds, and assignments are exchanged.

Post-Closing Deliverables:

Schedules, consents, and releases typically due within 30–90 days.

Indemnity Survival:

Commonly 1–3 years for general reps, longer for tax matters.

Tax Reporting:

File applicable tax forms according to IRS deadlines after closing.

Key Milestones from Signing to Post-Closing

A typical milestone sequence helps coordinate parties, escrow, and regulatory steps.

01

Agreement Signed

Parties execute the As Is Agreement and initial exhibits are locked.

02

Closing Occurs

Escrow releases funds; title transfers and assignments recorded.

03

Deliverables Completed

Buyer receives final schedules and any required third-party consents.

04

Post-Closing Remedies

Claims window and indemnity procedures open per contract terms.

Common Mistakes to Avoid

Failing to attach a complete disclosure schedule, leaving material issues undocumented.
Using vague asset descriptions that create ambiguity about what transfers.
Not confirming signature authority for entities, risking unenforceable execution.
Skipping third-party consent checks for assignment of key contracts or licenses.

Risks and Consequences of an Incomplete or Incorrect Agreement

Breach Claims: Buyer may sue for misrepresentation if disclosures are false.

Transaction Delay: Missing consents or filings can postpone closing and increase costs.

Tax Exposure: Incorrect allocation of purchase price may trigger IRS adjustments.

Lien Risk: Undisclosed liens can follow assets post-closing.

Enforceability: Improper execution or lacking authority may void agreement.

Regulatory Penalties: Failure to notify or transfer regulated licenses can incur fines.

eSignature Pricing and Feature Comparison for Business Transaction Workflows

Comparing common vendor price points and capabilities helps budget for eSignature costs and required features for executing As Is Agreements electronically.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes (BAA available)	Yes (BAA available)	Varies	Varies
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Essential Security and Compliance Facts for Electronic Execution

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Certifications: SOC 2 Type II; ISO 27001

Regulatory Compliance: ESIGN, UETA, 21 CFR Part 11 supported

HIPAA Support: HIPAA compliant with BAA

Audit Trail: Timestamped events and signer metadata

Accessibility: WCAG 2.0 Level AA compliance

Frequently Asked Questions About As Is Agreements

Answers to common legal, execution, and post-closing questions for Business Transaction As Is Agreements.

Need help? Contact support

What does 'As Is' legally mean?
An 'As Is' clause indicates the buyer accepts the condition of assets at closing and the seller disclaims most express warranties; however, fraud or intentional nondisclosure of material facts can still give rise to claims.
Can an As Is Agreement be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Are disclosures required with an As Is sale?
Yes. Sellers should provide a comprehensive disclosure schedule of known defects and liabilities; incomplete disclosures increase litigation risk and may negate As Is protections.
Who should sign on behalf of an entity?
An authorized officer, manager, or person with documented signature authority should sign; verify authority with corporate resolutions or operating agreement excerpts to avoid enforceability issues.
Is notarization needed?
Not typically for the contract itself, but ancillary instruments (deeds, UCC filings) often require notarization or recording; state rules vary and must be checked.
How to handle third-party consents?
Identify contracts requiring assignment consent early, obtain consents pre-closing or include escrow/conditional mechanics to handle delayed consents.

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