Asset Purchase and Sale Transactions

Posted by Kevin J. Riley, on April 10, 2014

An asset purchase and sale transaction generally involves the sale of a business and/or business assets by a seller to a purchaser.   These transactions are usually governed by a master agreement that sets forth the terms and conditions of the sale.  Critical terms for the agreement may include, without limitation, the nature of the assets to be sold (such as inventory, equipment, intellectual property, and goodwill) and a detailed description thereof, the purchase price and the manner in which the purchase price will be allocated among the assets, the assumption and/or exclusion of seller liabilities, the termination and/or hiring of employees, and covenants not to compete.  The master agreement may also provide that the closing of the transaction is contingent upon the buyer’s review of the seller’s business records, the transfer of necessary licenses from seller to buyer, the termination and/or assignment of third party contracts, and confirmation that there are no tax liens, uniform commercial code financing statements, judgments, or other liens encumbering the assets.

If you are considering entering into an asset purchase and sale transaction, we recommend that you seek experienced legal counsel to assist you through the documentation and transaction process.

**Reiling Teder & Schrier, LLC is an Indiana Limited Liability Company. The information contained in this website has been prepared by Reiling Teder & Schrier, LLC for informational purposes only, and is not legal advice. The information on this website should not be relied upon to make any decision, legal or otherwise. If you have any specific questions or inquiries regarding any of the information contained in this website, you should consult with an attorney licensed in your state. The information contained in this website pertains only to matters of Indiana law and the laws of other states may be completely different from the laws of the State of Indiana.