» What’s Missing from Your Asset Purchase Agreement?

Does Your Asset Purchase Agreement Require the Seller to Operate in the Ordinary Course Before Closing?

Key Points for Business Owners Signing an asset purchase agreement does not always end your control of the business, but it can limit what you do before closing. The ordinary course of business provision requires the seller to keep operating the busi… Read More
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Purchase Price Adjustment: How It Works in an Asset Purchase Agreement

Key Points for Business Owners The headline price is only part of the deal. Working capital can quietly change the seller’s proceeds. The adjustment can move both ways. What is included and excluded matters. The estimate at closing may not be the f… Read More
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Earn-Out Provision in Asset Purchase Agreement: What New Jersey and New York Business Owners Should Know Before Signing

Understand how an earn-out provision in an asset purchase agreement can affect price, payment timing, buyer control, disputes, and post-closing risk. Read More
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Does Your Asset Purchase Agreement Expressly List Specific Liabilities That Are Excluded From the Sale?

Selling or buying a business through an asset sale? Learn how excluded liabilities work in an asset purchase agreement and how sellers and buyers allocate risk after closing. Read More
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Does Your Asset Purchase Agreement Address Seller Financing in a Business Sale?

Seller financing in a business sale lets a buyer pay part of the purchase price over time. Understand promissory notes, collateral, guarantees, and risks before agreeing to seller financing. Read More
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What Is Earnest Money? Does Your Asset Purchase Agreement Include a Refundable Deposit?

What is earnest money in an asset purchase agreement? Understand how deposits work, when they are refundable, and when a seller may keep the deposit. Read More
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Does Your Asset Purchase Agreement Expressly List Specific Excluded Assets From the Sale?

Does your asset purchase agreement list excluded assets clearly? Business owners should understand how unclear exclusions can create disputes after closing. Read More
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Does Your Asset Purchase Agreement Transfer the Assets Associated With the Seller’s Goodwill?

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… Read More
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Does Your Asset Purchase Agreement Require All Books and Records to Be Transferred?

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… Read More
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Does Your Asset Purchase Agreement Address the Transfer of Guarantees and Warranties?

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… Read More
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