Title: New Hampshire Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets Introduction: When drafting an agreement for the sale of corporate assets in New Hampshire, it's crucial to pay attention to specific matters to protect the interests of all parties involved. This checklist outlines the key factors to consider during the drafting process, ensuring a comprehensive and legally sound agreement. Below are the essential aspects to incorporate: 1. Identification of Parties: Clearly identify the buyer(s) and seller(s), mentioning their legal names, addresses, and contact information. Include any subsidiary companies involved if applicable. 2. Asset Description: Provide a detailed description of the assets being sold, including inventory, real estate, intellectual property, contracts, licenses, machinery, equipment, and any other items included in the deal. 3. Purchase Price and Payment Terms: Specify the agreed-upon purchase price, ensuring it is clear whether it includes liabilities or is for assets only. Outline the payment terms, such as the total amount, down payment, installments, or any seller financing involved. 4. Due Diligence: Define the scope of due diligence required, including financial, tax, legal, and operational aspects. Establish deadlines for each party to provide and review necessary documentation. 5. Representations and Warranties: Include detailed representations and warranties by the seller(s) regarding the assets being sold, ensuring their accuracy and completeness. Discuss any limitations or carve-outs for certain aspects. 6. Liabilities and Indemnification: Outline how liabilities and related contracts will be handled during the transaction. Determine which party is responsible for liabilities, potential indemnification, or assumption of certain obligations. 7. Conditions Precedent: Specify any conditions that must be met before the closing of the transaction, such as regulatory approvals, third-party consents, financing arrangements, or any other contractual obligations. 8. Confidentiality and Non-Compete Agreements: Consider including provisions to protect proprietary information, trade secrets, and customer lists. Discuss the extent of non-compete obligations for the seller(s) to prevent future competition. 9. Escrow and Hold back Provisions: Discuss the possibility of establishing an escrow account or hold back provision to secure indemnity claims, post-closing adjustments, or potential disputes. 10. Employee Matters: Address the obligations and potential transfer or termination of employees. Cover topics such as employee benefits, severance, non-solicitation, and non-hire agreements. 11. Tax Considerations: Evaluate the tax implications of the transaction, including the treatment of gains, losses, state taxes, and any applicable tax filings at both corporate and individual levels. 12. Governing Law and Dispute Resolution: Specify that New Hampshire law governs the agreement. Determine whether disputes will be resolved through arbitration, mediation, or litigation. Types of New Hampshire Checklists for Sale of Corporate Assets: — New Hampshire Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets (Standard Version) — New Hampshire Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets (Technology Company) — New Hampshire Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets (Real Estate) — New Hampshire Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets (Mergers and Acquisitions) Conclusion: The New Hampshire Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets provides a comprehensive guide to ensure a well-crafted agreement that protects the rights of the involved parties. By addressing these crucial matters thoroughly, both the buyer and seller can navigate the sale process with confidence and minimize potential disputes or legal issues. Always consult with legal professionals experienced in New Hampshire corporate law to tailor these checklists to your specific needs.
New Hampshire Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets
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How to Write a Business Purchase Agreement?Step 1 Parties and Business Information. A business purchase agreement should detail the names of the buyer and seller at the start of the agreement.Step 2 Business Assets.Step 3 Business Liabilities.Step 4 Purchase Price.Step 6 Signatures.
The asset purchase agreement is often drafted up towards the end of the negotiation stage, so that the parties can have a final record of their agreement. The document essentially operates as a contract, creating legally binding duties on each of the parties involved.
Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold.
Simply put, Recitals are used to explain those matters of fact which are necessary to make a proposed transaction intelligible. Recitals are like a quick start guide to an APA, acquisition contract, or merger agreement.
The recitals give background information about the parties, about the context of the agreement and an introduction to the agreement itself. There are several kinds of whereas clauses: Party-related recitals: one or more whereas clauses can reflect the relevant business activities of each party.
In an asset purchase, the buyer will only buy certain assets of the seller's company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.
Parts of an Asset Purchase AgreementRecitals. The opening paragraph of an asset purchase agreement includes the buyer and seller's name and address as well as the date of signing.Definitions.Purchase Price and Allocation.Closing Terms.Warranties.Covenants.Indemnification.Governance.More items...
An asset purchase involves just the assets of a company. In either format, determining what is being acquired is critical. This article focuses on some of the important categories of assets to consider in a business purchase: real estate, personal property, and intellectual property.
An asset purchase agreement is exactly what it sounds like: an agreement between a buyer and a seller to transfer ownership of an asset for a price. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude.