Asset Purchase Agreement Drafting Essentials

presented by NBI, Inc.
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Course Description

Draft Better Contracts With Sample Language and Advice From the Pros

A good asset purchase agreement not only clearly lays out the map of the transaction but protects the parties in the event of a dispute. Learn from experienced faculty as they review essential provisions and share their wisdom on preventing problems and resolving common points of contention. Register today!

  • Understand the pros and cons of asset transactions for buyers and sellers.
  • Get practical guidance on drafting representations and warrantees.
  • Account for the changing tax rules and their effect on asset purchases.
  • Save drafting time with sample provisions.
  • Learn how to clearly outline liabilities and indemnification.
  • Better position your client in the event of a conflict with savvy termination and dispute resolution clauses.

Agenda

All times are shown in Eastern time.

  1. Preliminary Considerations and Due Diligence
    11:00 - 11:30, Julie D. Globus
    1. Asset vs. Stock Purchase vs. Merger
    2. Asset Purchase Transaction Overview
    3. Structuring Due Diligence Investigations
    4. Negotiating "Material Adverse Effect" and Other Crucial Definitions
  2. Drafting Key Terms (With Examples)
    11:30 - 12:00, Julie D. Globus
    1. Defining Acquired Assets
    2. Assumed and Retained Liabilities
    3. Purchase Price and Consideration
    4. Using Earn-Outs Effectively
    5. Drafting and Negotiating Representations and Warranties
    6. Establishing the Documents to be Exchanged at Closing
  3. Covenants and Conditions to Closing (With Examples)
    12:00 - 12:30, Julie D. Globus
    1. Establishing Pre-Closing and Post-Closing Covenants for Both Sides
    2. Restrictive Covenant Provisions - Best Practices for Drafting
    3. Negotiating and Drafting Closing Conditions
  4. Indemnification and Liability Limitation (With Examples)
    12:45 - 1:15, Julie D. Globus
    1. Drafting and Negotiating Indemnification Clauses
    2. Enforceability Avoidance Issues
    3. Managing Risk Through Insurance
    4. The Assumed Liability Exclusion
    5. Reviewing Additional Insured Coverage
  5. Termination and Dispute Resolution Clauses (With Examples)
    1:15 - 1:45, Julie D. Globus
    1. Termination Rights and Remedies - Dos and Don'ts
    2. Structuring Arbitration Clauses
    3. Jurisdiction and Venue Provisions
    4. Employment and Other Miscellaneous Clauses
  6. Tax Updates and Key Issues
    1:45 - 2:15, Mark S. Cherry
    1. How Recent Rule Changes Affect Asset Purchases
    2. Purchase Price Allocation - Asset Classes
    3. Installment Sales
    4. Reviewing Common Tax Calculation Scenarios

Who Should Attend

This course is designed for attorneys. Accountants and paralegals may also benefit.

Additional Information

Training Provider: NBI, Inc.

Course Topics: Finance / Investing Training > Mergers & Acquisitions

Training Course Summary: Asset Purchase Agreement Drafting Essentials

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