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Vague APA Note Payment Adjustment Provision Results in Lawsuit

Introduction This post closing asset deal dispute could not be resolved by summary judgment because the purchase money note adjustment provision was held to be an unenforceable agreement to agree. The deal The Utah based seller manufactured a garden planter

Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: , , ,

Buyer’s purchase price adjustment mechanism based upon a post-closing inventory audit survives seller challenge in court

Seller was a distributor of compressed gases and welding supplies in Indiana. Seller sold substantially all of its assets to Buyer including its stock of asset cylinders, pursuant to an October 2014 asset purchase agreement. As part of the asset

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