Buyer wanted to enter the annual $5 billion revenue back-to-school season market for the sale of school supplies. Since Buyer needed inventory, licenses, and retailer relationships to get the ball rolling, it decided to buy the stationery division at Seller,…
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- Buyer did not terminate employment agreements with owners of selling accounting firm for cause
- Buyer does not acquire patent license agreement from chapter 7 bankruptcy trustee
- Buyer of business strikes out after protracted litigation trying to recover lost profit damages from seller
- Business seller fights all the way to Texas Supreme Court to challenge validity of purchase agreement
- Court says asset buyer of business can sue seller for failure to disclose its union contract obligation
Archives
Categories
- "as is where is"
- actual notice to known creditors
- alter ego
- anti-destruction clause
- anti-reliance clause
- asset seller's liabilities
- asset vs stock deal
- Assignment
- assignment of contracts
- assumed liabilities
- bankruptcy sale
- boilerplate provisions
- book value adjustment
- breach of contract
- buyer assumption of seller's contracts
- buyer's assumption of seller liabilities in asset acquisition
- 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
- covenant not to compete
- Covenants
- customer list
- damages
- de facto merger exception
- deferred closing
- dental practice sale
- Description of business assets purchased
- discharge in bankruptcy
- distressed business acquisitions
- doing deal with company's officer or director
- due diligence
- duty to warn
- earn out
- earn outs
- earnout as ownership interest in buyer
- employment agreement
- enforce against nonparty
- escrow
- excluded liabilities
- exclusive remedy
- exclusivity provision
- executory contracts
- extra-contractual fraud
- Family and Medical Leave Act
- federal employment discrimination liability
- federal multiemployer pension plan withdrawal liability
- federal wage and hour violations
- fee based upon buyer debt assumption
- 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
- insurance requirements
- integration clause
- investment banker/business broker
- joint venture
- key employees of target
- layoff notice law or Warn Act
- leases
- letter of intent
- liquidated damages provision
- misleading personal financial statement
- missing attachment to acquisition document
- multi-employer pension plan
- mutual mistake
- net working capital adjustment
- no oral modifications of contract
- no pending government investigations or inquiries
- nondisclosure agreement
- nonsolicitation of employees and customers
- 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
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post signing asset valuation
- products line exception
- promissory note
- punitive damages
- purchase price
- purchase price adjustment
- ratifying unassumed contract by post-closing action
- reformation
- reformation of contract
- reliance
- representations and warranties
- rescission
- revenue and profit projections
- sale leaseback
- sale of assets of business
- sale of business to ESOP
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller's age discrimination claims
- seller's federal injunctions
- seller's warranty claims
- shareholder release
- stay bonus
- step-down provision
- stock purchase agreement
- 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
- transitory services contracts
- Uncategorized
- unemployment tax rate liability
- union fringe benefits
- union liabilities
- waiver of contractual provision
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