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Court says buyer was barred from pursuing claim for seller breach of software representation by settling purchase price adjustment dispute

Buyer, a Jacksonville, Florida based insurance company, purchased Target, a Ft. Lauderdale, Florida based private insurance company and its subsidiaries from Seller pursuant to a stock purchase agreement. In the stock purchase agreement, Seller represented and warranted, that a software

Posted in book value adjustment, purchase price, purchase price adjustment

A seller of a business must go to court to enforce its right to an earn out

This story is about Sandy. She founded and owned a company that designed, manufactured, and sold decorative garden sculptures that glowed at night: a solar unit inside the sculpture. She sold them under the Garden Meadow trade name.  We will

Posted in earn out, purchase price

Buyer of business could not challenge net working capital purchase price adjustment after agreeing to final net working capital amount

This is a lesson about using net working capital purchase price adjustments.  In this case the buyer purchased the assets of a business from seller out of bankruptcy. The asset purchase agreement contained a net working capital purchase price adjustment. 

Posted in mutual mistake, net working capital adjustment, purchase price adjustment, reformation of contract

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