For thirty-two years, Seller owned and operated Midwest Cleaning Systems, a northeast Iowa business that sold and serviced pressure washers and cleaning equipment. For the last thirty years, the business sold and serviced Alkota brand equipment. When Seller decided to…
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- "as is where is"
- actual notice to known creditors
- 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
- bankruptcy sale
- bitcoin
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- boilerplate provisions
- book value adjustment
- breach of contract
- 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
- cash and cash equivalents
- closing
- commercially reasonable efforts
- compliance with all applicable laws
- conditions to closing for buyer's benefit
- 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
- dental practice sale
- Description of business assets purchased
- diminuation of value
- directors and officers insurance policy
- discharge in bankruptcy
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- distressed business acquisitions
- doing deal with company's officer or director
- due diligence
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- earn out
- earn outs
- earnout as ownership interest in buyer
- economic loss doctrine
- employment agreement
- employment agreement
- enforce against nonparty
- entire fairness
- environment representations and warranties
- environmental remediation
- equitable contribution
- escrow
- excluded liabilities
- exclusive remedy
- exclusivity provision
- executory contracts
- extra-contractual fraud
- Family and Medical Leave Act
- federal employer liability
- federal employment discrimination liability
- federal multiemployer pension plan withdrawal liability
- federal securities fraud
- federal wage and hour violations
- 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
- hiring seller's employees
- implied covenant of good faith and fair dealing
- indemnification
- indemnification cap
- insurance coverage
- insurance requirements
- integration clause
- investment banker/business broker
- joint venture
- key employees of target
- land use issues
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liquidated damages provision
- lost profits
- M&A agreement
- major shareholders exclusion
- material
- material contracts
- mere continuation
- mere continuation exception
- 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
- 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
- private equity
- products line exception
- promissory note
- punitive damages
- purchase agreement
- purchase price
- purchase price reduction
- 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
- revenue and profit projections
- 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 rep of no federal employer liability
- seller's age discrimination claims
- seller's federal injunctions
- seller's warranty claims
- shareholder buyout of partner
- shareholder release
- sharing transaction tax deduction benefits
- specific performance
- stay bonus
- step-down provision
- stock purchase agreement
- strategic acquisition
- strategic acquisition
- subordination
- success fee
- successor liability
- survival of reps and warranties
- target's stock options
- tax benefit sharing
- Taxation
- 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
- Uncategorized
- unemployment tax rate liability
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- value added tax or VAT
- waiver of contractual provision
- working capital adjustment
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