Tag: Small Business Purchase and Sale 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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Business Purchase And Sales Agreement: Why Is It Important?

On June 10, 2020, in Corporate, by John A. Weber IV, ESQ.

Simply put, you can’t buy or sell a business without a contract. A sales agreement for buying a business is necessary for keeping both the parties on the same page and avoiding any legal trouble. On the other hand, not having one can land you in legal troubles that can harm you in the long run.

We are here to understand the importance of a business purchase and sales agreement.

  1. Prevention of Miscommunication

A smooth deal can go wrong even with a slight miscommunication. To prevent any miscommunications, a small business purchase and sale agreement plays a pivotal role. There is nothing better than having an agreement in place even if the relationship between you and the other party are great. There is no chance of miscommunication since everything is present in clear, written terms.  Help avoid future conflicts by putting together a comprehensive purchase and sale agreement.

  • Provides Legal Support

Protection of both the parties is necessary in case any legal action. An agreement helps the court check and verify the terms and the validity of the contract, if the need arises. This helps legal authorities with taking necessary action. With the presence of the required agreement, there is always a legal backup for both sides.  The terms of the agreement governs the transaction and the future interpretation by the parties should conflict arise or a change in management be desired.    

  • Provides Details

A sales agreement for buying a business ensures proper implementation and execution of the contract. It contains all the terms & conditions that are associated with the contract and keeps both parties informed. This document is used as a reference to obtain clarity on different terms. Also, this document is helpful in facing legal disputes, if any.

If you are planning to buy or sell a business, then you need to get the respective agreement framed. For that, you can seek help from the lawyers at the Law Firm of Vaughn, Weber & Prakope, PLLC. Make the whole legal process easier for yourself by using our legal services. Seek guidance today.

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Asset Purchase Agreements: Errors You Cannot Afford To Commit

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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