Buyer of manufacturing business discovers obsolete and malfunctioning equipment. Recovers damages from seller. M&A Stories September 5, 2021 Introduction Most acquisition agreements require the seller to represent and warrant that the assets purchased are sufficient to operate the business. This…
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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…
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