Buyer is a group of related Maryland companies founded in 1976 and has its world headquarters in Taneytown, Maryland (an hour NW drive from Baltimore). Buyer provides service and makes products in the commercial HVAC, industrial process, power, and industrial…
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Importance of boilerplate provisions in business purchase agreement – forum selection clause
Today I want to talk about how a boilerplate provision in an asset purchase agreement can be important when a post-closing dispute breaks out between the buyer and the seller. This example is drawn from a recent case involving the…
Posted in boilerplate provisions, forum selection clause
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Categories
- "as is where is"
- actual knowledge
- actual notice to known creditors
- all cash deal
- allocation of preclosing taxes refunds and credits
- alter ego
- alternative dispute resolution
- ambiguous exclusion
- anti-destruction clause
- anti-reliance clause
- approval of investment banking fee
- arbitration vs expert determination
- asset buyer's assumption of seller's liabilities by contract
- asset purchase agreement
- asset seller's liabilities
- asset vs stock deal
- Assignment
- assignment of contracts
- assumed liabilities
- assumption of a contract
- assumption of contract by incorporation by reference
- bad faith
- bankruptcy sale
- bitcoin
- blockchain
- boilerplate provisions
- book value adjustment
- breach of contract
- breach of representations and warranties
- breach of seller's covenants
- business judgment rule
- buyer assumption of seller's contracts
- Buyer beware
- buyer's assumption of seller liabilities in asset acquisition
- buyer's stock as currency
- buying distribution business
- California
- cash and cash equivalents
- CERCLA or superfund liability
- certificate of insurance
- choice of law provision
- closing
- commercially reasonable efforts
- compliance with all applicable laws
- conditions to closing for buyer's benefit
- constructive knowledge
- constructive knowledge
- continuity of enterprise exception
- controlling shareholder fiduciary duty M&A
- covenant not to compete
- Covenants
- customer list
- damages
- de facto merger exception
- deferred closing
- Delaware
- dental practice sale
- Description of business assets purchased
- diminuation of value
- directors and officers insurance policy
- discharge in bankruptcy
- disclosure schedule
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- doing deal with company's officer or director
- due diligence
- Duty to negotiate in good faith
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- earn out
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- economic loss doctrine
- employment agreement
- employment agreement
- enforce against nonparty
- entire fairness
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- equitable contribution
- escrow
- excluded liabilities
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- executory contracts
- extension of closing
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- federal securities fraud
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- fee based upon buyer debt assumption
- financial representation and warranty
- financing acquisition issues
- financing contingency
- for cause termination
- force majeure
- forum selection clause
- fraud carveout
- fraud in business sale
- fraudulent intent
- fraudulent omission
- full disclosure rep
- further assurance provision
- governmental approval of transaction
- hiring seller's employees
- implied covenant of good faith and fair dealing
- indemnification
- indemnification cap
- inequitable
- insurance broker duty
- insurance coverage
- insurance requirements
- integration clause
- Internal Revenue Code Section 1377 election
- investment banker/business broker
- joint venture
- key employees of target
- land use issues
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liens
- liquidated damages provision
- loss payee
- lost profits
- M&A agreement
- major shareholders exclusion
- material
- material contracts
- material rep and warranty breach
- membership interest purchase agreement
- mere continuation
- mere continuation exception
- merger
- merger agreement
- midco transaction
- minority business participation program
- misleading personal financial statement
- missing attachment to acquisition document
- multi-employer pension plan
- mutual mistake
- negligent misrepresentation
- net working capital adjustment
- no kickback or bribe rep
- no oral modifications of contract
- no pending government investigations or inquiries
- No Undisclosed Liabilities
- noncompete area
- nondisclosure agreement
- nondisclosure provision
- nonsolicitation of employees and customers
- notice
- notice provision
- officer or director's fiduciary duty to disclose
- offset or setoff provision
- offset right
- overly complicated language in contract
- owner liability for company breach of financing deal
- personal goodwill
- personal guaranty
- personal guaranty of company debt by selling shareholder
- personal guaranty of lease
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post signing asset valuation
- prior-material-breach doctrine
- private equity
- products line exception
- promissory note
- public information exclusion
- punitive damages
- purchase agreement
- purchase price
- purchase price reduction
- quality of earnings assessment
- ratifying unassumed contract by post-closing action
- receipt of buyer equity or security
- receipt of buyer equity or security
- reformation
- reformation of contract
- reliance
- representation and warranty about customers
- representations and warranties
- rescission
- retaliation
- revenue and profit projections
- reverse termination or breakup fee
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- sale of product line
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's warranty claims
- severance benefits
- sexual harassment
- shareholder buyout of partner
- shareholder release
- sharing transaction tax deduction benefits
- specific performance
- statute of limitations
- stay bonus
- step-down provision
- stock purchase agreement
- strategic acquisition
- strategic acquisition
- subordination
- success fee
- successor liability
- survival of covenants
- survival of reps and warranties
- target's stock options
- tax benefit sharing
- Taxation
- termination of M&A agreement
- termination or breakup fee
- third party beneficiary clause
- timely objection to indemnification claim
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- transferee liability for taxes IRC Section 6901
- transitory services contracts
- tying fraud to economic loss
- UCC search
- Uncategorized
- unemployment tax rate liability
- union fringe benefits
- union liabilities
- value added tax or VAT
- waiver of contractual provision
- waiver provision
- Withholding Post-closing payments
- working capital adjustment
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