Title: Drafting an Agreement for Sale of Corporate Assets in Wisconsin: Comprehensive Checklist Introduction: When entering into an agreement for the sale of corporate assets in Wisconsin, it is crucial to ensure that all necessary details and considerations are addressed. This comprehensive checklist outlines the various matters that should be considered in drafting an agreement for the sale of corporate assets in Wisconsin, ensuring a thorough and legally sound transaction. 1. Parties Involved and Definitions: — Clearly identify the buyer and seller. — Define key terms used throughout the agreement. 2. Purchase Price and Payment Terms: — Specify the total purchase price and any additional consideration terms. — Outline the acceptable payment methods and the timeline for payment. 3. Assets to be Sold: — Provide a detailed list of all assets included in the sale, including tangible and intangible assets. — Specify any excluded assets or liabilities. 4. Representations and Warranties: — Include representations and warranties from both the buyer and the seller regarding their authority, ownership, and financial conditions. — Address any limitations or disclaimers of representations and warranties. 5. Due Diligence and Investigation: — Specify a timeframe for the buyer's due diligence process. — Detail the seller's cooperation and disclosure obligations during this period. 6. Approvals and Consents: — Identify any required third-party consents, such as creditor approvals or regulatory clearances. — Determine a timeline for obtaining these consents. 7. Employee and Employment Matters: — Address the treatment of existing employees, including any transfer obligations or severance arrangements. — Consider non-compete and non-solicitation provisions. 8. Closing and Closing Conditions: — Specify the conditions precedent to closing. — Determine the location, date, and time of the closing. 9. Indemnification and Liability: — Allocate responsibility for liabilities arising before and after the closing. — Establish the terms and limitations of indemnification. 10. Governing Law and Jurisdiction: — Determine that the agreement will be governed by and interpreted under Wisconsin law. — Specify the jurisdiction for resolving disputes. Different Types of Wisconsin Checklists for Sale of Corporate Assets: 1. Checklist for Asset Purchase Agreement: — Specifically focused on the sale of corporate assets, both tangible and intangible. 2. Checklist for Stock Purchase Agreement: — Focused on the sale and transfer of corporate stock or shares. 3. Checklist for Merger or Acquisition Agreement: — Addresses the purchase or combination of multiple entities and their assets. Conclusion: When drafting an agreement for the sale of corporate assets in Wisconsin, it is essential to consider numerous factors to protect both the buyer and the seller. This comprehensive checklist, along with its different types tailored to specific transactions, serves as an invaluable tool in assuring the completion of a well-structured and legally sound agreement.
Wisconsin Checklist of Matters to be Considered in Drafting Agreement for Sale of Corporate Assets
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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.
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.
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.
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.
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.
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 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.
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...?
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