Title: New Mexico Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets Introduction: In the process of selling corporate assets in New Mexico, it is essential to draft a comprehensive agreement that protects the interests of all parties involved. This checklist highlights several crucial matters to consider when formulating an agreement for the sale of corporate assets in the state of New Mexico. 1. Identification of Parties: Clearly identify the buyer, seller, and any other relevant parties involved, using their legal names and addresses. 2. Asset Description: Provide a detailed description of the assets being sold, including physical assets, intellectual property, contracts, goodwill, and any other assets specifically agreed upon. 3. Purchase Price and Payment Terms: Specify the agreed-upon purchase price and outline the payment terms, including the payment schedule, methods, and any considerations for adjustments, such as working capital or liabilities. 4. Representations and Warranties: Define the representations and warranties being made by the seller regarding the assets, including their quality, title, and absence of any liens, encumbrances, or legal disputes. 5. Due Diligence: Outline the due diligence obligations and timelines for the buyer to investigate the assets being sold and any associated liabilities. 6. Closing Conditions: Specify the conditions required for the sale to be completed successfully, such as obtaining all necessary third-party consents, approvals, or waivers. 7. Allocation of Purchase Price: Address the allocation of the purchase price among different asset categories for tax purposes and agreement on potential disputes related to tax liabilities. 8. Non-Competition and Non-Solicitation: Include provisions related to non-competition and non-solicitation agreements to protect the buyer's interests post-sale. 9. Employee Matters: Consider addressing the treatment of employees, including their transfer, retention, severance, or potential transfer of employee benefit plans. 10. Confidentiality: Include provisions ensuring the confidentiality of sensitive business information and trade secrets during the transaction and after its completion. 11. Governing Law and Jurisdiction: State that the agreement shall be governed by and interpreted in accordance with New Mexico law and list the appropriate jurisdiction for dispute resolution. 12. Indemnification and Liability: Define the parties' rights and obligations regarding indemnification provisions, including the scope of indemnification, limitations, and potential liability caps. 13. Assignment: Specify whether the rights and obligations under the agreement can be assigned by any of the parties and under what conditions. 14. Miscellaneous Provisions: Consider including miscellaneous provisions related to notices, amendments, waivers, force majeure, integration, and the entire agreement clause. Types of New Mexico Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets: 1. Checklist for Sale of Tangible Assets: This checklist focuses on matters specific to the sale of physical corporate assets, including real estate, equipment, inventory, or any property requiring physical transfer. 2. Checklist for Sale of Intellectual Property Assets: This variant of the checklist centers on matters relevant to the sale of intangible corporate assets, such as patents, trademarks, copyrights, licenses, or proprietary software. 3. Checklist for Sale of Business as a Going Concern: This type of checklist covers matters specific to the sale of an entire business, including both tangible and intangible assets, ongoing contracts, customer relationships, and workforce. 4. Checklist for Asset Purchase Agreement with Stock Consideration: This checklist considers matters related to a transaction where the purchase price includes a combination of cash and stock or securities issued by the buyer. By tailoring the checklist to the specific type of asset sale, parties can ensure that all crucial aspects are adequately addressed within the agreement.
New Mexico 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.
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.
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.
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.
An asset purchase agreement is a legal contract to buy the assets of a business. It can also be used to purchase specific assets from a business, especially if they are significant in value.
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.
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...
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.
Recording the purchase and its effects on your balance sheet can be done by:Creating an assets account and debiting it in your records according to the value of your assets.Creating another cash account and crediting it by how much cash you put towards the purchase of the assets.More items...