A guarantee is a form of compensation if the asset does not meet the agreed conditions. This generally favours the buyer, since the seller must provide warranty and significant disclaimers. If the seller is unable to guarantee the quality of the asset, he must protect himself against extremely important consequences. Such consequences may include termination of the contract or even litigation. Whether you are planning to sell or buy an existing business, there is a likelihood that your transaction will be governed by an Asset Purchase Agreement or APA. Depending on the size and complexity of the transaction, the APA can easily run dozens of pages. If you don`t get used to reading legal documents in your spare time, an agreement of this magnitude can be quite scary. Fortunately, most well-developed asset purchase agreements have a similar basic structure. In this article, I`ll dissect a typical APA, so that when it`s time to check out your own APA, you`ll have a roadmap to what awaits you. Of course, no lawyer can write an article of any kind without including a disclaimer, so here is mine: the information provided in this article does not constitute legal advice and is not intended for that.
On the contrary, this section is intended only for general information purposes. They should not act on the basis of the information contained in this article or refrain from doing so. Instead, you should contact a qualified lawyer for advice that would only apply to your respective circumstances. Finally, interesting things. Article II tells you what the seller sells (acquired assets and liabilities taken) and what the seller holds (excluded assets and excluded liabilities). As a general rule, almost all of the company`s assets are acquired assets. However, not all liabilities (such as contracts and guarantees) become assumed debts. The buyer may not be willing to assume some (or even all) of the seller`s obligations. Identifying the remaining debts to the seller and those transferred to the buyer is a decisive step in negotiating an APA.
Every good company must know its contracts, especially with regard to assets. You want to make sure you get the highest value when you buy or sell assets, including land, vehicles or equipment. So it is good to know all the terms and how to get the greatest benefit from the written details. It is also important to consider the tax impact when selling some or all of your business assets. The impact varies depending on your circumstances and obtaining tax advice is crucial. The sale of assets refers to a company that decides to sell its assets, whether material or intangible, in contrast to the sale of the entire business as part of a business sale contract. Asset sales are extremely common for businesses and it is important that there is a heritage agreement to avoid future misunderstandings and conflicts.