Ohio Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets When entering into an agreement for the sale of corporate assets in Ohio, it is essential to consider various crucial matters to ensure a smooth and legally sound transaction. This checklist outlines the key factors that need to be considered and included in the agreement to protect the interests of both parties involved. 1. Identification of Parties: Clearly identify the buyer and the seller, including their legal names, addresses, and contact information. 2. Asset Description: Provide a detailed description of the assets being sold, including their type, quantity, condition, location, and any associated rights, warranties, or intellectual property. 3. Purchase Price and Payment Terms: Specify the agreed-upon purchase price for the assets and outline the payment terms, including any installment plans or escrow arrangements. 4. Representations and Warranties: Include comprehensive representations and warranties by both parties regarding the assets, their ownership, title, condition, and legal compliance. Specify any limitations or disclosures relating to these representations and warranties. 5. Due Diligence: Clarify the extent and timeline of the buyer's right to conduct due diligence investigations on the assets, including inspections, audits, and review of relevant documents. 6. Conditions Precedent: Specify any conditions that must be met before the sale of assets can be finalized, such as obtaining necessary regulatory approvals or waivers. 7. Material Contracts and Liabilities: Disclose any significant contracts, agreements, or liabilities associated with the assets being sold, including any ongoing obligations or potential disputes. 8. Intellectual Property Rights: Address the transfer or licensing of intellectual property rights, patents, trademarks, copyrights, or trade secrets related to the assets. 9. Employees and Employment Agreements: Outline the treatment of employees related to the assets being sold, including their transfer, potential terminations, or continuation of employment agreements. 10. Governing Law and Dispute Resolution: Specify Ohio law as governing the agreement and detail the chosen forum for resolving disputes, such as arbitration or litigation. 11. Confidentiality and Non-Compete: Include provisions to protect the confidentiality of sensitive information shared during the sale process and any agreed-upon non-competition clauses. 12. Closing and Post-Closing Obligations: Define the procedure for closing the transaction, including the delivery of assets, payment, and any post-closing obligations to be fulfilled by either party. Different types or variations of the Ohio Checklist of Matters to consider in drafting agreements for the sale of corporate assets may exist, depending on the specific circumstances or nature of the transaction. However, the above-mentioned checklist provides a comprehensive foundation that can be adapted to suit individual needs.
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...