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An asset purchase agreement (APA) is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company's assets. [1] [2] It is important to note in an APA transaction, it is not necessary for the buyer to purchase all of the assets of the company. In fact, it is common for a buyer to ...
The entity disposing, conveying, and selling the assets is referred to as the seller or vendor. [3] A PSA sets out the various rights and obligations of both the buyer and seller, and might also require other documents be executed and recorded in the public records, such as an assignment, deed of trust, or farmout agreement. [4]
Arkansas Best, a diversified holding company acquired a large percentage of the stock of the National Bank of Commerce in Dallas, Texas. When the real estate market in Dallas faltered, Arkansas Best sold a large portion of its stake in the Bank at a loss. Arkansas Best claimed a deduction for an ordinary loss of nearly $10 million from the sale.
Buy–sell agreement can be in the form of a cross-purchase plan or a repurchase (entity or stock-redemption) plan. For greater neutrality and effectiveness of the buy–sell arrangement, the service of a corporate trustee is recommended. Profit or loss from a buy-sell agreement may trigger tax conquencess and taxable income. [2]
Some agreements provide that if the representations and warranties by the seller prove to be false, the buyer may claim a refund of part of the purchase price, as is common in transactions involving privately held companies (although in most acquisition agreements involving public company targets, the representations and warranties of the ...
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