Sellers were the owners of Company, a waste collection, disposal, and processing company engaged in business in the Washington, D.C. area. In 2016, Sellers decided to retire. In February 2016, Sellers proposed to sell Company to Buyer, who had served…
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Archives
Categories
- "as is where is"
- actual notice to known creditors
- allocation of preclosing taxes refunds and credits
- alter ego
- ambiguous exclusion
- anti-destruction clause
- anti-reliance clause
- 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
- boilerplate provisions
- book value adjustment
- breach of contract
- buyer assumption of seller's contracts
- Buyer beware
- 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
- continuity of enterprise exception
- 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
- 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
- economic loss doctrine
- employment agreement
- employment agreement
- enforce against nonparty
- environment representations and warranties
- 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
- 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
- layoff notice law or Warn Act
- leases
- leases
- letter of intent
- liquidated damages provision
- lost profits
- major shareholders exclusion
- material
- material contracts
- 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 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 lease
- piercing veil of acquisition subsidiary
- post asset purchase issues
- post signing asset valuation
- private equity
- products line exception
- promissory note
- punitive damages
- purchase price
- purchase price adjustment
- 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
- 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
- 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
- transferee liability for taxes IRC Section 6901
- transitory services contracts
- Uncategorized
- unemployment tax rate liability
- union fringe benefits
- union liabilities
- value added tax or VAT
- waiver of contractual provision
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