Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing conditions, and other critical provisions. They will outline best practices necessary to minimize the likelihood of post-closing disputes and potential litigation.
Outline
- Key provisions in asset purchase agreements
- What are the assets being sold and transferred?
- Purchase price matters
- Representations and warranties
- Covenants
- Conditions of closing
- Post-closing conditions (if any)
- Termination
- Indemnification
- Confidentiality
- Jurisdiction and venue
- Anticipating and avoiding common drafting and enforcement issues
Benefits
The panel will review these and other key issues:
- What are some issues unique to asset purchase acquisitions that deal counsel should take into consideration when negotiating asset purchase agreements?
- What are the key provisions to include and pitfalls to avoid when drafting the asset purchase agreement?
- What are the most commonly disputed issues in asset purchase agreement negotiations and what are some effective strategies for resolving them?
Faculty
David I. Albin
Partner
Finn Dixon & Herling
Mr. Albin represents clients in the areas of mergers and acquisitions, private equity and venture capital, securities... | Read More
Mr. Albin represents clients in the areas of mergers and acquisitions, private equity and venture capital, securities law, and general representation. He has significant experience representing private equity and venture capital groups, as well as public and private companies, in their acquisition, disposition, investment, formation and other activities. Mr. Albin is a leader in state and federal bar activities. He has served as Chairman of the Business Law Section of the Connecticut Bar Association and is an active member of the American Bar Association’s Mergers and Acquisitions Committee for which he is currently serving as Chairman of the Private Equity Mergers and Acquisitions Subcommittee.
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Nathaniel L. Doliner
Shareholder
Carlton Fields
Mr. Doliner practices in the areas of mergers and acquisitions, corporate law, corporate governance, and joint... | Read More
Mr. Doliner practices in the areas of mergers and acquisitions, corporate law, corporate governance, and joint ventures. His extensive mergers and acquisitions and joint venture experience includes work for technology companies, manufacturing companies, electric utilities, telecommunications companies, hospitals, large physician practices, insurance carriers, broadcasting companies, retail internet businesses, food and beverage companies, food service and other wholesale distributors, veterinary specialty and emergency hospitals, companies in the building trades, and employee staffing businesses. Mr. Doliner has also handled numerous transactions involving public-private partnerships, infrastructure transactions, and sales and purchases of businesses in bankruptcy proceedings.
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Scott T. Whittaker
Member
Stone Pigman Walther Wittmann
Mr. Whittaker represents clients in a wide variety of transactions, including buying, selling and merging companies;... | Read More
Mr. Whittaker represents clients in a wide variety of transactions, including buying, selling and merging companies; private placements of securities; venture capital and private equity transactions; joint ventures; roll-ups, spin-offs and split-ups; and all phases of real estate acquisitions, development and financing. Mr. Whittaker is a Past Chair of the Mergers and Acquisitions Committee of the American Bar Association. He is an active member and Past President of the Association for Corporate Growth (ACG) Louisiana Chapter. He is also a member of the Louisiana State Bar Association Section on Corporate and Business Law, and served as chairman of the governing council of the Section in 1991-92. Mr. Whittaker is a frequent presenter on M&As and other corporate law issues.
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