Tag: Simple Asset Transfer Agreement

Simple Asset Purchase Agreement

On June 17, 2020, in Corporate, by John A. Weber IV, ESQ.
Simple purchase agreement

A simple Asset Purchase Agreement is a contract between a buyer and a seller that sets out the terms and conditions related to the purchase and sale of a company’s assets.

This should not be confused with a stock purchase agreement, as these documents are different. An Asset Purchase Agreement (APA) is one of the most commonly used documents in commercial transactions. This document also defines the rights and liabilities of each party to the transaction.

What is Typically Included in a Simple Asset Purchase Agreement?

Generally, an Asset Purchase Agreement includes the following:

  1. Identification of the specific assets that are being purchased.
  2. Assets that are excluded from the sale.
  3. The terms and conditions of the sale. This lists the purchase price and purchase price adjustments, purchase price allocation, and mechanisms related to dispute resolution.
  4. The purchase price.
  5. Information regarding the assumption of liabilities by the purchaser.
  6. Date of closing that also includes any conditions imposed upon the parties at closing.
  7. Warranties of the purchaser.
  8. Warranties of the seller.
  9. Terms of delivery of the purchased assets.
  10.  Indemnification for costs that may arise once the transactions are finalized that result from pre-existing conditions.
  11.  Specification of special tax treatment that the seller or buyer is entitled to.
  12.  Employee benefits and terms on how to handle accrued bonuses once the transaction is finalized.

Why Should You Hire a Lawyer for the Formation of a Simple Asset Purchase Agreement?

When it comes to an Asset Purchase Agreement, the more information and details included, the better. Hiring an attorney for getting a standard Asset Purchase Agreement framed is a good idea because the terms and conditions are too complicated for most laymen to navigate. You may also not have time to devote to researching the matter yourself. This is when you need knowledgeable legal services to help you sail through the whole process easily. The Law Firm of Vaughn, Weber & Prakope, PLLC is a team of veteran lawyers who have years of experience in serving a large client base.

To ensure the whole process goes well, hire a lawyer who is competent enough to provide smart legal guidance.

By hiring the lawyers at the Law Firm of Vaughn, Weber & Prakope, PLLC, you can utilize the following legal services:

  1. Legal Advice

With highly experienced lawyers like us, you won’t go wrong when it comes to framing a standard Asset Purchase Agreement because we look into the minute details and work to get the most appropriate outcome for you. We closely assess each term and condition while framing the agreement. In case there are points that can cause a problem in the future, our legal services are efficient enough to identify them during the process.

  • Mediation

Both parties can be on the same page if there is a mediator present between the buyer and the seller. You can reach a mutually beneficial settlement by deciding to hire a lawyer.

  • Negotiation

The negotiations involved in a simple Asset Purchase Agreement can be long and complex. Your lawyer can deal with the negotiations between the involved parties and close the deal in a satisfactory manner.

  • Drafting

There are numerous documents involved in the process of selling or purchasing the assets of a company. The Law Firm of Vaughn, Weber & Prakope, PLLC will help you in drafting the agreement and getting all the required documents in place to prevent any legal glitches. This will ensure the presence of every necessary document, with nothing left out.

Contact the Law Firm of Vaughn, Weber & Prakope, PLLC

Before a deal can be closed, there are many legal documents that need to be verified and signed. If you try to do it on your own, you will face hurdles. This won’t be the case if you seek legal guidance from the Law Firm of Vaughn, Weber & Prakope, PLLC. We will prepare everything and provide every legal solution to make the process easy and simple for you.

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Important Details to Include in a Standard Asset Purchase Agreement

Important Details to Include in a Standard Asset Purchase Agreement

On December 9, 2019, in Corporate, by John A. Weber IV, ESQ.

Our previous post detailed the importance of the contract in a Standard Asset Purchase Agreement. Wise attorneys advise business owners to create a contract outlining all the details of the agreement. The purpose of creating a contract is to make sure both the buyer and seller protect their respective rights.

But today’s post is to educate you about the importance of including certain details in a contract. These essential pieces of a contract play a crucial role in a Standard Asset Purchase Agreement.

Types of Assets?

This is something anyone planning to buy or sell a business should know. Different types of assets are valuated differently and including these types are an essential part of any contract. It is the part of a contract that contains crystal clear descriptions and disbursements of all assets mentioned in the agreement.

Intangible assets:

The list of intangible assets described in a contract are good will, names of customers, various contact information for vendors, plus anything personal being transferred. All this information is included in a Standard Asset Purchase Agreement.  It is important to discuss the valuation of these assets and how to account for them with financial professionals including a CPA with business valuation experience

Tangible assets:

The list of tangible assets could include inventory, office furniture, telephone systems, computer systems and networks, tools, fixtures, printed materials, etc. A detailed description of these is mentioned and referred to separately on an exhibit or addendum attached to the Standard Asset Purchase Agreement.  It is also important to discuss these assets with financial professionals including a CPA with business valuation experience. 

In addition to this, you might also list details about the cost of these assets, as well as the terms related to the sale in the contract.

Our next post will be focused on educating you about the importance or role of Liabilities in a contract. This key information will help you make the right decisions about buying and selling a business correctly from a legal, as well as financial, point-of-view.

If you are buying a business or selling a business, the Law Firm of Vaughn, Weber & Prakope, PLLC would be more than happy to offer counsel. Our team is always available in Long Island, Suffolk County, Nassau County; throughout New York, and its five boroughs, to help you with your business.

Reach us anytime! Our doors are always open for you!

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The Role of the Contract in Simple Asset Transfer Agreement

On November 12, 2019, in Corporate, by John A. Weber IV, ESQ.

Buying and selling a business requires the handling of several legalities. Simple Asset Transfer Agreement signing is one of those key legalities. Both buyer and seller sign this agreement for the following purposes:

  • Transaction completion
  • For transferring the ownership of an organization’s business operations into the buyer’s name.
  • To help sellers transfer the ownership of a company’s assets into the buyer’s name.
  • To ensure payment and security of the same for seller.

To get to closing, it is necessary to have knowledge about the structure of a Simple Asset Transfer Agreement including various things such as:

  • The types of assets and liabilities involved in the sale.
  • The payment structure for the sale.
  • The ancillary documents required to be filed (i.e. deeds, lease extensions, tax forms, etc.).

The objective of this post is to explain to you the role of the Contract in a Simple Asset Transfer Agreement.

Contracts:

Contract creation is important for selling even a portion of your company’s assets. The creation of a contract, outlining all the details related to the agreement, is recommended. This contract sets the terms for the buyer and seller and delegates their respective rights and obligations relating to the impending transaction.

Remember, preparing and signing a contract is a complex process. This process should only be performed by an experienced lawyer for a simple asset transfer agreement. We at the Law Firm of Vaughn, Weber & Prakope, PLLC can make the difference. Our team of experienced lawyers can make it easy for you to prepare a legally correct Simple Asset Transfer Agreement. Contact us at (516) 858-2620 to discuss what we can do for you.

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