A clause used in a note and/or security agreement which gives the lender the right to demand payment in full if a certain event occurs such as default or if the ownership of the business changes without the lender’s consent; sometimes referred to as a “due on sale” clause.
means a system of accounting established and administered with sound business practices to permit the preparation of Financial Statements of the Company on an accrual basis that fairly represent the financial position and results of operations of the Company for the periods covered. Unless otherwise specified, in this Agreement and all other Transaction Documents all accounting principles applied in a current period must be comparable in all material respects to those applied during the preceding comparable period.
The act of accepting an offer by virtue of fully executing legal documents which results in a binding agreement or contract.
means the amount of money owed to vendors or others by the Company reflected on the Current Financials of the Company or arising in the Ordinary Course of Business of the Company as of a stated date. Often this information is presented in the form of an "aged accounts payables report" which includes the number of days since the Company was invoiced.
means the amount of money owed by customers to the Company reflected on the Current Financials of the Company or arising in the Ordinary Course of Business of the Company as of a stated date. Often this information is presented in the form of an "aged accounts receivable report" which includes the number of days since the customer was invoiced.
of a particular fact or matter means, as to any Person, that such Person is actually aware of such fact or other matter to the best of their ability and memory. For purposes of this Agreement, the Seller will be deemed to have Actual Knowledge of any fact or matter of which any individual who is serving, or who at any time has served, as a director or officer of the Company has, or at any time had, Actual Knowledge.
A written instrument referenced in a legal document that adds additional terms or defines additional detail to a written contract. For example an excluded assets addendum would list assets not included in the transaction.
means, when used with reference to a specified Person, (a) any Person directly or indirectly controlling, controlled by, or under common control with the specified Person, and (b) if the specified Person is an individual, such individual’s spouse and natural and adoptive lineal descendants, and trusts and family partnerships (or other entities) established for the benefit of any such Person. As used herein, “control,” “controlled by,” and “under common control with” means possession, directly or indirectly, of power to direct, or cause the direction of, management or policies (whether through ownership of voting securities, by Contract, or otherwise).
Also known as an “Exclusive Agency Listing” or "Exclusive Listing". - A written instrument giving the agent or broker the right to sell the assets or stock of a business for a specified time and receive a commission regardless of the source of the buyer.
Checking this believed to be incorrect: However, the owner may sell the property himself/herself to a buyer who was not introduced to the business by the agent without the payment of a commission to the agent.
One acting under authority of a principal to do the principal’s business. The agent must use his or her best efforts and keep the principal fully informed of all material facts.
means this Membership Interest Purchase Agreement, including all Exhibits and Schedules, as it may be amended, modified, or supplemented from time to time.
A table for tax filing purposes found in purchase agreements of the total transaction value in the APA when a business is sold. The allocation contains a breakdown of the total transaction value allocated to inventory, furniture, fixtures and equipment, leasehold improvements, goodwill, consulting services and any other purchased tangible or intangible assets. Values are placed on each component of the allocation and the buyer and seller agree on this breakdown for tax filing purposes. The IRS requires that such an allocation be a part of the buyer’s and seller’s tax return when a sale takes place; Form 8594, the “Asset Acquisition Statement”, must be filed with the buyer’s and seller’s tax return for the year in which an applicable asset acquisition takes place.
A written instrument that modifies a previously agreed to term or condition after a definitive agreement has been executed. This is different than an addendum because it is not by and part of the original agreement and modifies same.
Amortization is the expression of the allocation of a loan payments portion of interest payment vs. principal payment to total payment.
Asset Purchase Agreement. Interchangeable with Definitive Purchase Agreement is the binding document that along with attachments and addendums details the binding terms and conditions of a business purchase and sale.