What’s Missing from Your Asset Purchase Agreement?

Article Series Table of Contents

1. Contracts and Legal Relationships Being Transferred

  1. Does Your Asset Purchase Agreement List the Contracts That Will Be Assigned to the Buyer?

  2. Does the Agreement Address Whether Customer and Supplier Lists Will Be Transferred?

2. Seller Status, Authority, and Who Is Actually Selling

  1. Does Your Asset Purchase Agreement Require the Seller to Deliver a Good Standing Certificate?

  2. Does the Agreement Distinguish Between the Seller and the Owners of the Seller?

  3. Does Your Asset Purchase Agreement Include Representations by the Owners of the Seller?

3. Tangible Assets, Inventory, and Physical Property

  1. Does the Agreement List the Specific Tangible Personal Property That Will Be Transferred?

  2. Does Your Agreement Address the Transfer of Inventory?

  3. Does Your Agreement Address the Transfer of Guarantees and Warranties?

4. Money, Receivables, Payables, and Prepaid Amounts

  1. Does the Agreement Specify Whether Accounts Receivable and Customer Credits Will Transfer to the Buyer?

  2. Does the Agreement List Accounts Payable and Prepaid Vendor Amounts?

5. Work in Progress and the Unfinished Business Doctrine

  1. What Is the Unfinished Business Doctrine for the Acquiror of a Business?

  2. How Should Mixed Projects and Work Performed Before and After Closing Be Handled?

6. Books, Records, and Business Information

  1. Does Your Agreement Require All Books and Records to Be Transferred?

7. Goodwill and Intangible Business Assets

  1. Does Your Agreement Transfer the Assets Associated With the Goodwill of the Seller?