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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: ,

Court Holds that Asset Buyer Purchased Seller’s Unrecorded Construction Lien

The buyer purchased all business assets other than expressly excluded assets, and the construction lien was not described as an excluded asset.  M&A Stories August 10, 2021 Introduction Often the sale of a business is structured as an asset sale.

Posted in Description of business assets purchased Tagged with: ,

Stock buyer of target and stock seller in post-closing fight over target’s cash

Sellers incorporated Target in 1994 and owned all the shares of Target. Target’s assets consisted of two buildings in Old San Juan, Puerto Rico and two bank accounts at UBS. Through Target, Sellers rented the buildings—a commercial space and six

Posted in book value adjustment, cash and cash equivalents, Description of business assets purchased, net working capital adjustment, stock purchase agreement

Contract’s description of purchased business assets creates post-closing dispute over ownership of certificate of deposit

This is the story of a post-closing dispute between a business asset buyer and seller over the ownership of a certificate of deposit. The asset purchase agreement said that the buyer was buying all of the assets except for the

Posted in cash and cash equivalents, Description of business assets purchased

Asset buyer can’t sue seller for receiving a level of inventory far less than expected

This is a story of a buyer that thought it was buying $4.7 million of inventory; only to find out after the closing that the buyer had purchased less than $2 million. In this case, the seller during negotiations had

Posted in Description of business assets purchased

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