Arthur R. Lehman, L.L.C.

Checklist for a Manhattan asset purchase and sale agreement

When a Manhattan business owner decides to sell their business, or alternatively, if they decide to purchase another business, there are a number of ways such a deal could be structured. One way is the purchase and sale of a company's stock. Another way is an asset purchase and sale agreement.

In an asset sale, only the assets of a business are conveyed to a new owner. The legal ownership of the business stays in the name of the seller. Some of the things that would change hands include equipment, client lists, accounts receivable and other items of value.

When completing an asset sale, many business owners choose to put together a checklist of documents that need to be completed for the sale to be considered finalized. These documents would probably include the asset purchase agreement, of course, but there may also be a broker or finder agreement and a letter of intent. There will probably be exhibits attached to the asset purchase agreement; these could include a promissory note, a security agreement, an escrow agreement, lists of assumed contracts and liabilities, and non-compete agreements. There could be more business contracts included, depending on the nature of the business, whose assets are changing hands, and the goals of the parties in effecting the transfer.

The asset purchase agreement, the broker or finder agreement and the letter of intent are often prepared and signed before the closing. The exhibits to the asset purchase agreement, on the other hand, are usually delivered and signed at the closing.

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