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Court Holds That Buyer of Assets of Business Did Not Include a Service Vendor Contract

Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction

Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: ,

All Cash Buyer of Assets of Business Has No Products Liability as Successor

The asset buyer had not assumed this liability in the asset purchase agreement and no common ownership or officer director management between buyer and seller. M&A Stories August 26, 2021 Introduction A buyer of the assets of a business can

Posted in all cash deal, asset purchase, continuity of ownership, de facto merger exception, mere continuation, mere continuation exception, product line exception, successor liability Tagged with: ,

Business Asset Buyer May Face $100 Million Payroll Tax Successor Liability Claim

June 30, 2020 Introduction One M&A tax risk in an asset acquisition is seller’s unpaid payroll taxes. The deal The buyer in this case purchased the assets of a financially distressed business for approximately $7.3 million dollars payable at closing

Posted in asset purchase, payroll tax, successor liability Tagged with: ,

Buyer of Restaurant Assets Stuck with Seller’s Unpaid Sales Tax

June 25, 2020 Introduction One M&A tax risk in an asset acquisition is seller’s unpaid sales taxes. The deal The buyer in this case purchased the assets of a restaurant. The seller represented and warranted in the asset purchase agreement

Posted in asset purchase, New York, sales tax Tagged with: ,

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