18
Mar
By Mike Firmage
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Asset Purchase Agreement (APA), Bootstrapping, Earn-out, Transaction Agreements, Transaction Terms

Earn-Out Payments and Retention Payments

Earn-Out Payments and Retention Payments In my last transaction documents blog post – before posts on credibility and premium valuations as well as a post comparing free solo climbers and bootstrappers – I continued a section by section analysis of an asset purchase agreement with an intro to ‘Purchase and Sale of Acquired Assets; Assumption of Assumed Liabilities’. Today, we will discuss ‘Earn-Out Payments and Retention Payments,’ frequently a critical component of the total consideration in a deal. An earn-out is comprised of conditional supplementary payments incorporated…
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25
Feb
By Mike Firmage
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Asset Purchase Agreement (APA), Transaction Agreements

The Asset Purchase Agreement, Acquired Assets; Assumed Liabilities

The Asset Purchase Agreement, Acquired Assets; Assumed Liabilities In my last post, we continued a section by section analysis of an asset purchase agreement (APA) with a discussion of the importance of the ‘Definitions’ section.   Today, I will briefly cover the ‘Purchase and Sale of Acquired Assets; Assumption of Assumed Liabilities’ in an APA. While the first few posts of our APA series (‘Recitals’ and ‘Definitions’) probably seemed somewhat mundane on the surface, this next section covers tremendously important ground, particularly when considering what makes an Asset…
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22
Feb
By Mike Firmage
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Asset Purchase Agreement (APA), Definitions, Transaction Agreements

The Asset Purchase Agreement, Definitions

The Asset Purchase Agreement, Definitions A few posts ago, I began a section by section commentary of an asset purchase agreement (APA) using a genericized composite of deal docs I’ve used in past sell-side deals. In my first post of the series, I covered the ‘Recitals’ section of the agreement. Today, I will briefly cover ‘Definitions’ in an Asset Purchase Agreement. While the first few posts of our APA series (‘Recitals’ and ‘Definitions’) are somewhat mundane on the surface, it is important to remember that a contract’s…
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15
Feb
By Mike Firmage
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Asset Purchase Agreement (APA), Transaction Agreements

The Asset Purchase Agreement, Topics Covered

The Asset Purchase Agreement, Topics Covered The Asset Purchase Agreement: Topics Covered As indicated in my last post (NWC, Part III), today (2/15/2019), I’ll begin a section by section analysis of an Asset Purchase Agreement ("APA") using a genericized composite of deal docs similar to ones I've used in past sell-side deals.  Specific APA sections and issues that I will cover over time include: APA Recitals Article/Section: ‘Definitions’ Article/Section: ‘Purchase and Sale of Acquired Assets; Assumption of Assumed Liabilities’ Article/Section: ‘Consideration; Purchase Price Adjustments; and Escrow Releases’…
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