Purchase Agreement

News & Analysis as of

How to Collect Money You are Owed

It is no secret that cash flow is vital to any business, and the key to cash flow it to timely collect money that is owed to the business. Selling a product or providing a service is of no benefit to the business if it does...more

Retaining neutral accounting experts in M&A working capital disputes

A typical provision in a purchase and sale agreement requires the buyer, post-closing, to provide a “true-up” of the target's net working capital agreed upon by the parties at closing. If the seller disagrees with the...more

Indemnity In Share Purchase Agreement Only Covered Half The Loss

In Capita (Banstead 2011) Ltd v RFIB Group Ltd [2015] EWCA Civ 1310 a seller of a company was only partially liable under an indemnity for losses incurred by the purchaser (on behalf of the company) as a result of negligently...more

Disclosure Packets and Resale Certificates: Statutory Updates

Since our last postings on the subject of disclosure packets, the General Assembly has adopted several minor Code changes to clarify existing provisions: Delivery by Overnight Carrier The Code section providing for...more

City Fitness Attempts to Exercise Service Mark Rights

In a decision dismissing plaintiffs’ claims of service mark infringement, the District of Massachusetts held that the plaintiffs’ transfer of “goodwill” in an asset purchase agreement also transferred plaintiffs’ rights to...more

Backsies! When Can You Rescind a Real Property Purchase Agreement?

You buy a house and then discover that the seller didn’t disclose a material fact about the property—say, the sewage system you thought was owned by the city was actually owned by 13 different residents in the area, and...more

Ghost Offers in Real Estate Transactions

Too Clever by Half - Not so long ago I received a draft agreement of purchase and sale from a practitioner in which he named his purchaser client as “John Doe, in trust, and without personal liability, for a corporation...more

The Best of Intentions: Letters of Intent in the Sale of a Business

The sale of a business often takes several months and generates huge amounts of paperwork. The process culminates in a purchase agreement typically exceeding fifty single-spaced pages full of dense wording....more

Seven Key Clauses in a Vessel Purchase Agreement

Vessel sales are a constant in the marine industry, even during downturns in the market. In fact, some see adverse market conditions as an opportunity to find bargains on vessels and other marine equipment. Once the buyer has...more

The Top 10 Questions Facing the LNG Industry in 2016

Although continuing low oil prices affect the LNG industry in expected ways (e.g., delays and cancellations in the development of LNG export projects) and unexpected ways (e.g., take-overs between major players in an already...more

How to Mess up Buying or Selling Your Company

Buying or selling a company is exciting. Maybe you are growing your business by acquiring a competitor. Maybe you are selling a company in which you invested your life savings and decades of effort. This may be the most...more

Court Of Appeal Finds Indemnity Includes First Party Claims

Three years ago, I wrote this brief post about how to interpret an indemnity claim. I wrote that post to remind readers that the California Civil Code not only defines “indemnity”, it provides a series of interpretational...more

Hold who harmless? Be careful in drafting indemnity provisions

In another example that there is no “boilerplate” in commercial real estate documents, the California Court of Appeal recently held that an indemnity provision not only covered claims by third parties, but it also covered...more

Draft Your Purchase and Sale Agreements Carefully — Integration and Indemnity Clauses are Not Simple “Boilerplate”

Almost all real estate purchase and sale agreements contain provisions relating to integration and indemnity. In the “boilerplate” worldview, these provisions are standard, generic, and basically all the same —...more

Rep & Warranty Insurance Doesn't Guarantee Purchase Price

The purchase of buyer side representation and warranty insurance has become increasingly an integrated part of U.S. merger and acquisition transactions. Purchase of the product permits sellers to escrow less of the sale...more

Does General Release Also Cover Noncompete Agreement?

In determining the proper scope of the general release, the court analyzed both the express contract language and the parties' negotiations. Regarding the express contract language, the court found that the general release...more

Re-examining the Take-or-Pay Obligation in LNG Sale and Purchase Agreements

Since almost the inception of the LNG industry, the “take-or-pay” contract structure has become perhaps the defining characteristic of long-term LNG sale and purchase agreements (SPAs). The benefits of the traditional...more

Another Court Deals with Privileged Communications' Ownership after a Corporate Transaction

Most if not all courts recognize that selling a corporation's stock transfers ownership of the corporation's privileged communications. These can include even communications about the sale transaction. Great Hill Equity...more

Court Of Chancery Calculates The Length Of An Injunction Against Unfair Competition

How long should competition in violation of an agreement be enjoined? Normally, that would depend on what the agreement says. But when that is not set out by the parties’ contract, this decision explains how to determine the...more

Taxing the Earnout

Agreements for the sale of privately-held companies often call for part of the purchase price to be paid in the form of an earnout. The earnout provision requires the buyer to pay an additional amount in purchase price after...more

Recent Seventh Circuit Decision Finds That Multiemployer Pension Withdrawal Liability Can Automatically Transfer to Asset...

In a recent decision that has important implications for purchasers of assets that come with a multiemployer union pension plan, the U.S. Court of Appeals for the Seventh Circuit held in Tsareff v. ManWeb Services, Inc., 794...more

New Abu Dhabi Real Estate Law - Abu Dhabi Law No 3 of 2015 Concerning the Regulation of the Real Estate Sector in the Emirate of...

The long-awaited real estate law aimed at regulating the real estate industry in the Emirate of Abu Dhabi has been released amid much enthusiasm with industry participants hoping it will give impetus to the real estate...more

Restrictions on Condominium Conversions

Now that the recession is beginning to become a memory of the past, the demand for housing is on the rise, and with it is the explosive interest in the multifamily market. As more Americans are choosing to marry later and...more

Selected Drafting Issues In Midstream Contracts

I will share a small secret – or perhaps, it is not a secret at all. As CLE presentations go, “drafting tip” presentations tend to be very practical in their orientation and are, therefore, more enjoyable and less stressful...more

New Delaware Chapter 11 Filing – Malibu Lighting Corporation et al.

Malibu Lighting Corporation (Malibu), a manufacturer of outdoor lighting, and six affiliates, including Outdoor Direct Corporation (ODC) and National Consumer Outdoors Corporation (NCOC), have field chapter 11 petitions...more

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