A corporation may purchase the assets of another business. This would not be a merger or consolidation. In an acquisition situation, the purchaser does not necessarily become liable for the obligations of the business whose assets are being purchased unless the acquiring corporation agrees to be liable.
Pursuant the Model Business Corporation Act, a sale of all of the assets of a corporation requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity.
North Dakota Offer to Purchase Assets of a Corporation
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How to fill out Offer To Purchase Assets Of A Corporation?
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FAQ
All equipment/item(s) involved and related to the Activity is used and accepted by Participant ?AS IS?, ?WHERE IS?, ?WITH ALL FAULTS? without warranty of effectiveness, condition, value, operability, authenticity or description.
Who prepares the asset purchase agreement? The buyer's solicitor prepares an asset purchase agreement. The seller's solicitor revises the agreement and advises their client on the terms and conditions. Both sides may then negotiate on the terms until a final agreement is reached.
"As is" language in a realty sales contract does not shield a seller or his agent from liability for affirmative or, as in this case, negative fraud. "Generally speaking, such a provision means that the buyer takes the property in the condition visible to or observable by him. [Citation.]
"As Is" alerts a buyer in a sales contract that they accept the purchased item, be it real estate, animals, automobiles or appliances, in its present condition. It also assumes the buyer has a right to inspect the property first so they can assess any defects and make an informed decision.
What is an asset purchase agreement? An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.
Depending on its language, an ?as-is? provision typically puts the buyer on notice that the seller is making no representation or warranties concerning the quality or condition of the seller's property.
In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. This could include equipment, fixtures, furniture, licenses, trade secrets, trade names, accounts payable and receivable, and more.
The purpose of an "as is" clause is to force the buyer to rely upon its own investigation, rather than upon the seller's representations, in determining whether or not to purchase the property.