Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction:…
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BUYER’S CLAIM DENIED AS SERVICE VENDOR CONTRACT WAS NOT ACQUIRED IN ASSET PURCHASE
Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: Asset Buyers, asset purchase agreement, Assumed Contracts Schedule, Buyer's Claim Denied, Court Case Analysis, Legal Risks in Acquisitions, Lessons in Asset Purchases, M&A legal blog, Service Vendor Contract, Texas State Court Decision
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- note payment amount adjustment
- notice
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- parol evidence rule
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- percentage of purchase price
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- ratifying unassumed contract by post-closing action
- reasonably equivalent value
- receipt of buyer equity or security
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- receivables
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- reformation
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- reliance
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- representation and warranty about customers
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- revenue and profit projections
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- royalty
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- sale of product line
- sales order
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- sales tax risk
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- scienter
- Section 1377 election
- Section 363 sale
- securing buyer's note
- securing deferred purchase price
- security agreement
- seller carried purchase price
- seller knowledge
- seller owner responsibility for underreported sales tax
- seller owners equity interest in buyer
- seller ownership in buyer
- seller rep of no federal employer liability
- seller's age discrimination claims
- seller's covenants
- seller's federal injunctions
- seller's unemployment experience rating
- seller's warranty claims
- seller's workers compensation experience rating
- Selling shareholders problem with their board of directors
- severance benefits
- sexual harassment
- shareholder approval of deal
- shareholder buyout of partner
- shareholder personal guaranty of target lease
- shareholder release
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- sick time
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- specific performance
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- stock purchase agreement
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- structure of transaction
- subordination
- substance over form
- substantially all assets
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- sufficiency of assets rep
- supply problems
- survival of covenants
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- tangible net worth
- target's stock options
- tax
- tax benefit sharing
- tax deferred reorganization
- tax penalties and additions
- Taxation
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- termination or breakup fee
- third party
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- time of the essence
- timely objection to indemnification claim
- tolling
- tolling
- tort misrepresentation in M&A
- tortious interference with prospective economic advantage
- trade secret misappropriation
- trade secret misappropriation by former seller employee
- trademark infringement
- trademarks
- transferee liability for taxes IRC Section 6901
- TRO/preliminary injunction before filing for arbitration
- tying fraud to economic loss
- typo or scriverner's error
- UCC search
- Uncategorized
- Uniform Fraudulent Transfer Act or Uniform Voidable Transfer Act
- union fringe benefits
- union liabilities
- unitary business
- unjust enrichment
- unliquidated or disputed claim
- unwanted assets
- vacation time
- valuation
- waiver of contractual provision
- waiver of jury trial
- waiver of removal to federal court
- waiver provision
- willful breach carveout
- willing buyer or procuring cause
- Withholding Post-closing payments
- working capital adjustment
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