to me, this sounds so simple that i wonder why we need an “asset purchase agreement” with all the boilerplate clauses that lawyers add. a: in my may 21 column, i explained why seemingly simple earnout formulas can lead to disputes unless the agreement covers all elements of an earnout, including the definition or kinds of revenue or sales to which the percentages apply, the client base, the method or timing of recognition of revenue or sales, the measurement period of months or years and the frequency of payment. in addition, there are very important legal considerations when you buy a company’s assets, and the agreement must take these into account. first, you need to know who the seller’s owners are and whether they need to consent to the asset sale. if there are multiple owners, the number of owners who must consent depends on the law of the state under which the agency was set up and on any owners’ agreement, such as a stockholders’ agreement, partnership agreement or llc operating agreement. in addition, your agreement may require the signatures of most or even all of the owners, and in some cases, you will also need copies of minutes of stockholders’ and board of directors’ meetings authorizing the sale.
second, you need to find out whether the selling company owns the assets “free and clear,” which means that there are no creditors’ or taxing authorities’ liens on the assets you are buying. so the agreement must state that there are no claims on the assets. fourth, you need the seller to state that there are no pending or threatened lawsuits by creditors like the landlord or claims by government entities like the irs for withholding taxes or labor department claims for overtime or unpaid wages. otherwise, your agency may be liable to the claimants and may get joined in a suit to stop the sale. unless the agreement covers the seller’s statements about these issues, the buyer will be in a weak position if an unpleasant surprise pops up after closing. all rights reserved.
this customer list purchase agreement (“agreement”) is entered into as of this 6th day of july, 2011 (“effective date”) by and between this customer list purchase agreement (“agreement”) is entered into as of this 6th day of july, 2011 (“effective date”) by and between richard penner (“seller”) customer list purchase agreement for american tonerserv corp., brody enterprises, – sample agreements, legal documents, and contracts from realdealdocs., selling clients to another business, selling clients to another business, selling a client list, buying a client list, simple asset purchase agreement pdf.
this agreement is made on 30th day of july 2014 the full consideration for the purchase of the customer list is hk$12,000,000.00 in cash download this sample customer list purchase agreement template – google docs, word, pdf format. buyer hereby agrees to purchase from seller and seller hereby agrees to sell to buyer c. all client lists of the general tax clients of john doe, cpa,, purchase of client list tax treatment, free equipment purchase agreement template, asset sale and purchase agreement template, inventory purchase agreement template.
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