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» What’s Missing from Your Asset Purchase Agreement?
Does Your Asset Purchase Agreement Expressly List Specific Excluded Assets From the Sale?
February 18th, 2026
Contributor: Anthony Wilkinson
Does your asset purchase agreement list excluded assets clearly? Business owners should understand how unclear exclusions can create disputes after closing.
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Does Your Asset Purchase Agreement Expressly List Specific Excluded Assets From the Sale?
January 29th, 2026
Contributor: Anthony Wilkinson
Key Takeaways for Business Owners Excluded assets do not protect you unless they are listed clearly and specifically in the agreement. Broad “Purchased Assets” language can still capture items you assumed you were keeping unless you carve them ou…
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Does Your Asset Purchase Agreement Transfer the Assets Associated With the Seller’s Goodwill?
January 2nd, 2026
Contributor: Anthony Wilkinson
Key Takeaways for Business Owners Goodwill does not move automatically in an asset sale; it transfers only if the agreement lists the specific items that carry that value. Brand assets like trade names, domains, phone numbers, and customer-facing acc…
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Does Your Asset Purchase Agreement Require All Books and Records to Be Transferred?
December 17th, 2025
Contributor: Anthony Wilkinson
Key Takeaways for Business Owners Books and records do not shift automatically in an asset purchase. Clear documentation allows the buyer to understand and use the purchased assets without interruption. Sellers need to separate asset-specific files f…
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Does Your Asset Purchase Agreement Address the Transfer of Guarantees and Warranties?
December 11th, 2025
Contributor: Anthony Wilkinson
Key Takeaways for Business Owners Confirm early whether each warranty or guarantee can legally transfer, because many do not move automatically in an asset sale. Review the exact warranty terms so you understand coverage limits, transfer rules, and a…
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Does Your Asset Purchase Agreement Address the Transfer of Inventory?
November 21st, 2025
Contributor: Anthony Wilkinson
Checklist: What to Confirm About Inventory Before You Sign an Asset Purchase Agreement Define what counts as inventory. Identify what is excluded. Check whether the inventory list will be documented in a schedule. Decide whether you will participate…
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Does Your Asset Purchase Agreement Include Representations by the Owners of the Seller?
October 16th, 2025
Contributor: Anthony Wilkinson
Does Your Asset Purchase Agreement Include Representations by the Owners of the Seller? What Business Owners Should Know Representations and warranties define what the seller is promising about the business. If only the company signs, it may be hard…
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Does Your Asset Purchase Agreement Require the Seller to Deliver a Good Standing Certificate?
October 8th, 2025
Contributor: Anthony Wilkinson
Does Your Asset Purchase Agreement Require the Seller to Deliver a Good Standing Certificate? What Business Owners Should Know Always require a current certificate of good standing before closing an asset purchase A standing certificate confirms the…
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Unpaid Invoices and Prepaid Services: Whose Responsibility Post-Closing?
September 11th, 2025
Contributor: Anthony Wilkinson
Unpaid Invoices and Prepaid Services: Whose Responsibility Post-Closing? Our last article covered the unfinished business doctrine, a legal principle that determines who gets paid for ongoing work when a business is sold midstream. Before that, we ex…
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What Is the Unfinished Business Doctrine for the Acquiror of a Business?
September 2nd, 2025
Contributor: Anthony Wilkinson
What Is the Unfinished Business Doctrine for the Acquiror of a Business? Last week in this series, we broke down how to handle credits and accounts receivable when structuring an asset purchase agreement. That piece mentioned something that deserves…
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