Asset Purchase Agreement Archives

Legal Considerations for Selling Your Emerging Growth Company Part 6: Negotiating the Definitive Agreement

person signing definitive agreementWe are almost at the end of our 7-part series on selling an emerging growth company, and we have reached the stage of drafting and negotiating the definitive agreement. When we talk about the “definitive agreement” in the context of a sale of an emerging growth company, this usually refers to an asset purchase or stock purchase agreement as part of an acquisition, but when there is a true merger of the acquirer and target, the definitive agreement will be the merger agreement. The actual drafting and negotiating done by your attorney and your acquirer’s attorneys may not be all that exciting, but, for you, the owner of the target (which I’ll refer to in this post as the seller), this means you are hopefully well on your way to a successful closing. [Read more…]

Selling Your Business – Practical Tips for Sellers – Part 8: Pre-Closing Covenants and Conditions

This is part eight of our series discussing the sale of a business from the seller’s perspective.  We’ve covered deal structure issuesseller financing, earn-outs, letters of intent, due diligence, and the first two sections of the purchase agreement dealing with (i) major business points and (ii) representations, warranties, and disclosure schedules.  In this post, we’ll discuss the portion of the purchase agreement dealing with the period after the signing date and up until the closing. [Read more…]

Selling Your Business – Practical Tips for Sellers – Part 7: Representations, Warranties, and Disclosure Schedules

This is part seven of our series discussing the sale of a business from the seller’s perspective. We’ve covered deal structure issues, seller financing, earn-outs, letters of intent, due diligence, and the first section of the purchase agreement dealing with major business points. In this post, we’ll discuss the seller’s representations and warranties and the related disclosure schedules to the purchase agreement. Lawyers frequently debate the subtle and esoteric differences between “representations” and “warranties”, but for our purposes, in this post, they are basically statements that the parties make about themselves and their businesses, and we’ll refer to them simply as “representations”. [Read more…]

Selling Your Business – Practical Tips for Sellers – Part 6: The Purchase Agreement

This is part six of our series discussing the sale of a business from the seller’s perspective.  We’ve covered deal structure issuesseller financing, earn-outs, letters of intent, and due diligence.  In this post, we’ll begin discussing the primary definitive deal document, the purchase agreement. [Read more…]