February 28, 2020 Introduction Ordinarily the owner of corporation or LLC who sells the company’s assets is not personally liable to the buyer for his or her company’s asset purchase agreement obligations unless he or she signs the APA as…
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No Seller Indemnification Obligation to Buyer for Recall of Pre-Closing Product
December 19, 2019 Introduction The buyer of a manufacturing company runs the risk of having to repair or replace a product made by the seller before the closing. One risk is the cost of a recall of a product line…
Buyer Stops Post Closing Payments Because of Seller’s Prior APA Breach
Introduction A buyer of a company often discovers after the closing that he or she overpaid for the business. And many times, it is because the target company did not match up to seller’s purchase agreement representations and warranties. In…
Buyer Didn’t Waive Seller Breach by Amending Asset Purchase Agreement
Introduction An acquisition of a company is sometimes done in one step: the buyer and seller sign a purchase agreement and immediately close the transaction on the same day. This is called a simultaneous closing. Alternatively, the buyer and seller…
Posted in asset purchase agreement, boilerplate provisions, breach of representations and warranties, breach of seller's covenants, deferred closing, representations and warranties, seller's covenants, waiver provision Tagged with: seller's breach of covenants, seller's breach of representations and warranties, waiver in writing, waiver of breach
Company Buyer Stops Note Payments to Seller, Claims Inaccurate Books
Introduction A buyer of a business never knows for sure what it is getting until after the closing. How does a buyer minimize the risk of overpaying for a business? Well, in addition to kicking the tires (due diligence), the…
Seller of company not responsible for buyer’s post-closing failure to obtain electroplating permit
Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares…
Buyer can sue seller of urgent care centers for lost profits from Target’s alleged material breach of 3rd party payor contracts
Buyer is based in the greater Baltimore area and operates urgent care centers and clinics throughout central Maryland, Delaware, Pennsylvania, and Virginia. In January 2015, Buyer purchased Target from Seller, a physician. Target operated urgent care facilities in Pennsylvania. According…
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