Ohio Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets
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FAQ
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.
A representation is an assertion of past or existing fact given by one party to induce another party to enter into an agreement. A warranty is a promise that the assertion of existing fact or future facts are or will be true, along with an implied promise of indemnity if the assertion is false.
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.
An asset purchase agreement, also known as an asset sale agreement, business purchase agreement, or APA, is a written legal instrument that formalizes the purchase of a business or significant business asset. It details the structure of the deal, price, limitations, and warranties.
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.
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...
A representation is an assertion as to a fact, true on the date the representation is made, that is given to induce another party to enter into a contract or take some other action. A warranty is a promise of indemnity if the assertion is false.
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...?
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.
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...
