Title: Oklahoma Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets: Comprehensive Overview and Key Considerations Introduction: When entering into an agreement for the sale of corporate assets, it is imperative for parties involved to carefully consider various factors and comply with legal requirements. This article provides a detailed description of the Oklahoma Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets, encompassing a wide range of relevant keywords and essential considerations. Additionally, it outlines different types of Oklahoma Checklists, depending on the specific corporate assets involved. 1. Asset Identification and Description: — Clearly identify and describe the corporate assets being sold, including any warranties or representations pertaining to their condition and documentation. 2. Purchase Price and Payment Terms: — Specify the agreed-upon purchase price, its breakdown (if applicable), and any provisions regarding installment payments, financing terms, or assumptions of debt. 3. Due Diligence: — Outline the process for conducting due diligence, including access to records, financial statements, tax obligations, contracts, and any additional documentation required for assessment. 4. Representations and Warranties: — Define the representations and warranties made by the seller regarding the assets, including title, liens, permits, intellectual property rights, and compliance with laws and regulations. 5. Indemnification: — Include provisions that address indemnification for any breaches of representations and warranties and outline the indemnity period, limitations on recovery, and methods for resolving disputes. 6. Closing Conditions and Documents: — Identify the conditions that must be met for the closing to occur, such as obtaining necessary third-party consents, government approvals, and execution of required documents like Bill of Sale, Assignment Agreements, and UCC filings. 7. Employee Matters: — Address the treatment of employees during the transition, including terminations, transfer of employment, severance packages, and obligations under collective bargaining agreements or employment contracts. 8. Confidentiality and Non-Compete Agreements: — Detail any confidentiality agreements, non-compete clauses, or non-solicitation provisions to protect the buyer's interests and prevent disclosure of trade secrets or customer relationships. 9. Tax Considerations: — Discuss the tax implications of the transaction, including any potential tax liabilities, tax clearance certificates, sales or transfer taxes, and methods for allocating purchase price among various assets for tax purposes. 10. Governing Law and Dispute Resolution: — Specify the applicable governing law jurisdiction, venue, and methods for resolving disputes, such as arbitration or litigation, including any mandatory pre-litigation mediation. Types of Oklahoma Checklists for Sale of Corporate Assets: 1. Oklahoma Checklist for Sale of Tangible Corporate Assets: — Focuses on assets such as equipment, inventory, real estate, and physical properties. 2. Oklahoma Checklist for Sale of Intangible Corporate Assets: — Deals with the sale of intellectual property rights, trademarks, patents, copyrights, trade secrets, and other intangible assets. 3. Oklahoma Checklist for Sale of Business as a Going Concern: — Covers a comprehensive asset sale, including tangible and intangible assets, contracts, customer lists, goodwill, and ongoing business operations. Conclusion: The Oklahoma Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets serves as a crucial reference for individuals and businesses navigating the complex process of asset sales. Properly addressing each consideration can help ensure a smooth transaction, minimize potential disputes, and safeguard the interests of all parties involved.
Oklahoma Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets
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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.
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...
The acquired assets usually include all fixed assets (usually supported by a detailed list), all inventory, all supplies, tools, computers and related software, websites, all social media accounts used in connection with the Business, all permits, patents, trademarks, service marks, trade names (including but not
Key Clauses & Terms Terms like confidentiality, indemnification, termination, and dispute resolution are all important sections in a contract and are worth spending extra time reviewing to fully ensure the language is acceptable.
How to Draft a Sales ContractIdentity of the Parties/Date of Agreement. The first topic a sales contract should address is the identity of the parties.Description of Goods and/or Services. A sales contract should also address what is being bought or sold.Payment.Delivery.Miscellaneous Provisions.Samples.
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.
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.
For a contract to be legally binding it must contain four essential elements:an offer.an acceptance.an intention to create a legal relationship.a consideration (usually money).
What to include in a business sales contract.Name the parties. Clearly state the names and locations of the buyer and seller.List the assets.Define liabilities.Set sale terms.Include other agreements.Make your sales agreement digital.