North Dakota Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets

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US-13390BG
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This form is a checklist of matters to be considered in drafting an agreement for sale of corporate assets
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FAQ

You can easily sort out a contract creation, but first you make sure that you have sorted out the legal side first.#1 Include all the details.#2 Mind the language.#3 Legal capacity.#4 Explain payment details.#5 Termination of the contract.

Definition. An agreement between private parties creating mutual obligations enforceable by law. The basic elements required for the agreement to be a legally enforceable contract are: mutual assent, expressed by a valid offer and acceptance; adequate consideration; capacity; and legality.

CLOSING. The closing of an acquisition transaction can be a simultaneous sign and close or a sign and then later close. In a sign and then later close, a buyer may continue its due diligence after signing, and there are usually pre-closing obligations the parties must meet in order to close.

In an asset sale, you retain the legal entity of the business and only sell the business' assets. For example, say you run a rental car company owned by Harry Smith Pty Ltd. You decide that you need to sell 50% of your fleet to upgrade your vehicles and want to sell those vehicles in one transaction to one buyer.

In an asset sale, the seller retains possession of the legal entity and the buyer purchases individual assets of the company, such as equipment, fixtures, leaseholds, licenses, goodwill, trade secrets, trade names, telephone numbers, and inventory.

Conditions are a series of facts and things that have to happen before parties to a contract have the obligation to perform. The conditions of the contract can be either precedent or subsequent.

Asset Sale ChecklistList of Assumed Contracts.List of Liabilities Assumed.Promissory Note.Security Agreement.Escrow Agreement.Disclosure of Claims, Liens, and Security Interests.List of Trademarks, Trade Names, Assumed Names, and Internet Domain Names.Disclosure of Licenses and Permits.More items...?

Tip. The five requirements for creating a valid contract are an offer, acceptance, consideration, competency and legal intent.

What is included in your contract will differ based on your circumstances, but a starting agreement should include:Party information.Definitions.Purchased assets.Purchase price.Additional covenants.Warranties or disclaimers.Indemnification.Breach of contract provisions.More items...

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North Dakota Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets