Use these asset purchase agreement clauses to address employee benefits and labor and employment matters when negotiating on behalf of the seller in a corporate transaction involving a purchase of assets. These clauses include seller representations and warranties pertaining to the assets of the company or business being acquired, seller covenants concerning conduct of the business for the interim period between the signing of the agreement and the closing of the transaction, and post-closing employee-related covenants. These clauses are written to favor the seller and provide guidance on the most common provisions, but they are not exhaustive. This template contains drafting notes and alternate and optional clauses. Use this template in conjunction with the Asset Purchase Agreement (Pro-Seller) (DE), available in Practical Guidance's Corporate and M&A practice area, which contains all provisions of the pro-seller asset purchase agreement. The article and section numbering provided in this template correspond to the article and section numbering in that form. For buyer-friendly employee benefits and labor and employment clauses for an asset purchase agreement, see Employee Benefits and Labor Clauses (Asset Purchase Agreement) (Pro-buyer). For similar provisions in deals structured as stock purchases, see Employee Benefits and Labor Clauses (Stock Purchase Agreement) (Pro-seller), Employee Benefits and Labor Clauses (Stock Purchase Agreement) (Pro-buyer), and Employee Benefits and Labor Clauses (Stock Purchase Agreement) (Pro-seller Auction). See also Market Trend Report: Employee Benefits and Executive Compensation in Corporate Transactions (First Quarter, 2019). For a full listing of key content covering the treatment of employee benefits and executive compensation in the context of a corporate transaction, like a merger or acquisition, see Corporate Transactions EBEC Resource Kit.