South Carolina Sale of Business - Noncompetition Agreement - Asset Purchase Transaction

State:
Multi-State
Control #:
US-00620
Format:
Word; 
Rich Text
Instant download

Description

This form is a Non-Competition Agreement. The purchaser agrees not to quote or produce any injection molding tooling or injection molding items for a certain period specified within the agreement. The parties also agree not to disclose any confidential information.
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  • Preview Sale of Business - Noncompetition Agreement - Asset Purchase Transaction
  • Preview Sale of Business - Noncompetition Agreement - Asset Purchase Transaction
  • Preview Sale of Business - Noncompetition Agreement - Asset Purchase Transaction
  • Preview Sale of Business - Noncompetition Agreement - Asset Purchase Transaction
  • Preview Sale of Business - Noncompetition Agreement - Asset Purchase Transaction
  • Preview Sale of Business - Noncompetition Agreement - Asset Purchase Transaction

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FAQ

An asset purchase agreement is exactly what it sounds like: an agreement between a buyer and a seller to transfer ownership of an asset for a price. The difference between this type of contract and a merger-acquisition transaction is that the seller can decide which specific assets to sell and exclude.

In a stock acquisition transaction, if the acquisition is a qualified stock purchase and an election is made under Sec. 338, the stock acquisition is treated as an asset acquisition for tax purposes. Under this scenario, the buyer will have the privilege of a step-up in basis of the seller's assets.

An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.

An asset acquisition strategy is when one company buys another company through the process of buying its assets, as opposed to a traditional acquisition strategy, which involves the purchase of stock.

An asset purchase involves just the assets of a company. In either format, determining what is being acquired is critical. This article focuses on some of the important categories of assets to consider in a business purchase: real estate, personal property, and intellectual property.

Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold.

An asset purchase involves the purchase of the selling company's assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company's stock only.

Parts of an Asset Purchase AgreementRecitals. The opening paragraph of an asset purchase agreement includes the buyer and seller's name and address as well as the date of signing.Definitions.Purchase Price and Allocation.Closing Terms.Warranties.Covenants.Indemnification.Governance.More items...

An asset sale is the purchase of individual assets and liabilities, whereas a stock sale is the purchase of the owner's shares of a corporation. While there are many considerations when negotiating the type of transaction, tax implications and potential liabilities are the primary concerns.

Generally, stock purchases are more straightforward than asset purchases. The parties sign the Stock Purchase Agreement and related documents that outline the terms of the deal, and the seller(s) transfer the target company's stock to the purchaser. With this the purchaser assumes all the target company's liabilities.

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South Carolina Sale of Business - Noncompetition Agreement - Asset Purchase Transaction