Asset Purchase Agreement As Is In Alameda
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The Top 20 Most Important Contract Clauses Confidentiality Clause. A confidentiality clause requires one or more contracted parties to protect sensitive data. Indemnification Clause. Force Majeure Clause. Dispute Resolution Clause. Arbitration Clause. Termination Clause. Jurisdiction Clause. Privacy Clause.
Contracts are made up of three basic parts – an offer, an acceptance and consideration. The offer and acceptance are what the purpose of the agreement is between the parties. A public relations firm offers to provide its services to a potential client. An electrician offers to wire a new home.
A contract is not enforceable until an offer is made and the other party accepts the offer. An offer does not technically exist until the requesting party or the offeree has received it. Even after it's been received, the offer can still be changed or terminated any time before acceptance.
Stocks are financial assets. They're not real assets. A financial asset is a liquid asset that gets its value from a contractual right or ownership claim.
For the target, a stock sale is usually a nonevent from a tax perspective. The buyer in a stock sale does not get a step-up in tax basis in the assets that comprise the target company, and thus is not able to increase their depreciation and amortization deductions in the same way as in an asset sale.
