Asset Purchase Agreement (APA) review
Asset purchase agreement under UCC § 9, IRC § 1060, and state bulk-sales law.
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What it checks
Governing law and forum
SPA must include governing-law and forum-selection clauses.
Critical · MNA-019
Purchased Assets — defined list / exhibit
APA must define Purchased Assets with specificity (typically by exhibit).
Critical · MNA-020
Excluded Assets carve-out
APA must define Excluded Assets carve-out.
Critical · MNA-021
Assumed Liabilities — defined
APA must define Assumed Liabilities precisely.
Critical · MNA-022
Excluded Liabilities — defined and broad
APA must include a broad Excluded Liabilities clause covering everything not specifically assumed.
Critical · MNA-023
Bulk-sales law treatment
APA should address state bulk-sales law (former UCC Art. 6) where it survives.
Warning · MNA-024
Allocation of purchase price (§ 1060 / Form 8594)
APA must address purchase-price allocation under IRC § 1060.
Critical · MNA-025
Required consents and assignment mechanics
APA must address required consents and the mechanics for transferring non-assignable contracts (§ 9-406 UCC anti-assignment overrides where applicable).
Critical · MNA-026
Employee transfer / WARN Act treatment
Asset deals routinely transfer employees; the APA should address WARN Act / state mini-WARN exposure.
Warning · MNA-027
Bill of sale and assignment-and-assumption exhibits
APA must contemplate a bill of sale + assignment-and-assumption agreement as closing deliverables.
Critical · MNA-028
Every run also applies 125 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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