Online Business Asset Purchase Reviewer Checklist

The Greenfield Online agreement made the selling company's shareholder a party solely for purposes of Section 9.7.

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 18th, 2004, is by and among GREENFIELD ONLINE, INC., a Delaware corporation having its principal offices located at 21 River Road, Wilton, Connecticut 06897 (“Buyer”) and THE DOHRING COMPANY, a California corporation, having its principal offices located at 412 West Broadway, Third Floor, Glendale, CA 91204 (“Seller”) and, solely for purposes of Section 9.7 hereof, DOUG C. DOHRING (“Shareholder”).

See Preamble

The Meta Financial agreement bound an individual as a shareholder solely for purposes of three listed sections.

Lodge agrees that solely for purposes of Section 10.1(b), Section 10.3 and Section 10.6, he shall be included in the definition of “Shareholder” and shall be bound by the obligations of a Shareholder as set forth therein.

See §10.9

The Mellor Law Firm explains that in a stock purchase the buyer buys the owner's shares in the corporation or limited liability company.

In a stock purchase, you buy the owner’s shares in the corporation or LLC.

See Mark Mellor, Asset Purchase vs. Stock Purchase: What California Business Buyers Need to Know, The Mellor Law Firm, APLC (May 14, 2026).

The Grove agreement defined its acquired assets as all of the seller's assets other than the excluded assets.

The term "Acquired Assets" means all assets of the Seller, other than the Excluded Assets.

See §2.1(a)

Imke Ratschko supports clearly describing which assets are included and which are excluded.

So I recommend that the description makes it very clear which assets are included, and which are excluded.

See Imke Ratschko, The Basics of an Asset Purchase Agreement, Ratschko PLLC (July 25, 2022; updated July 28, 2022).

The Grove agreement's acquired assets include those listed on Schedule 2.1(a).

The Acquired Assets include, without limitation, those set forth on Schedule 2.1(a) hereto.

See §2.1(a)

The Grove agreement excluded the assets listed on its Schedule 2.1(b) and stated that the excluded assets include the seller's cash.

Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include the assets, properties and rights of Seller set forth on Schedule 2.1(b) hereto (collectively, the “Excluded Assets”). The term Excluded Assets includes without limitation cash of Seller.

See §2.1(b)

Samuel D. Hodson supports that an APA assigns responsibility between the parties for the seller’s obligations.

The asset purchase agreement assigns responsibility between the parties for the seller’s obligations.

See Samuel D. Hodson, Successor Liability Risks in Asset Purchase Agreements, Taft Law Bulletins (June 26, 2020).

The Grove agreement limited its assumed liabilities to the seller liabilities listed on Schedule 2.2(a).

“Assumed Liabilities” means only those Liabilities of Seller set forth on Schedule 2.2(a), which includes a list of the assumed accounts payable of Seller.

See §2.2(a)

Kahn, Dees, Donovan & Kahn explains that the traditional rule protects an asset buyer from the seller's debts but that, in some cases, an asset purchaser may be held liable for certain liabilities of the seller.

The law in most jurisdictions has traditionally held that when one company sells all of its assets to another, the buyer does not become liable for the debts and liabilities of the selling company. This is still true to a large extent, and we frequently recommend structuring a transaction as an asset purchase in order to protect the buyer from the liabilities of the business being acquired. However, over the past several years, the theory of successor liability has evolved and expanded as a result of a series of clashes between the policy in favor of allowing a company to sell its assets in an unrestricted manner, balanced against other policies, such as providing a source of relief for injured parties or other claimants. As a result, in some cases, a purchaser of assets may be held liable for certain liabilities of the seller.

See Jeffrey K. Helfrich, Successor Liability in the Purchase of a Business: Express or Implied Assumption of Obligations (Part 1 of 8), Kahn, Dees, Donovan & Kahn, LLP (May 5, 2015).

The Grove agreement left every seller liability other than the assumed liabilities with the seller, whenever it arose and whether or not it was disclosed.

With the sole exception of the Assumed Liabilities, the Seller shall retain, and the Buyer shall not be obligated to pay, perform or otherwise discharge, any other Liabilities of Seller, whether arising prior to, on or after the Closing Date, whether or not related to the Business and whether or not disclosed to the Buyer (“Retained Liabilities”).

See §2.2(b)(i)

Samuel D. Hodson states that a seller’s creditors are not parties to, or bound by, the asset purchase agreement, noting that bankruptcy-court-ordered and other judicial sales may be an exception.

A seller’s creditors are not parties to the asset purchase agreement and are not bound by it. (Sales governed by bankruptcy court orders pursuant to 11 U.S.C. 363 and other judicial sales may be an exception to this rule.)

See Samuel D. Hodson, Successor Liability Risks in Asset Purchase Agreements, Taft Law Bulletins (June 26, 2020).

The Salem agreement left the seller owning receivables for goods sold and services rendered before closing and required each party to turn over to the other payments it received that belonged to the other.

Buyer acknowledges that Seller is retaining ownership of all accounts receivable of the Business for goods sold and services rendered by Seller prior to the Closing Date and that such accounts receivable are Excluded Assets (the “Seller Accounts Receivable”). From and after the Closing Date, Seller shall be permitted to contact account debtors with respect to any of the Seller Accounts Receivable for purposes of collection thereof and to instruct account debtors to remit payments for the Seller Accounts Receivable directly to Seller. Buyer shall promptly remit, turnover and endorse to Seller any payments representing Seller Accounts Receivable received by Buyer after the Closing Date. From and after the Closing Seller shall promptly remit, turnover and endorse to Buyer any payments representing accounts receivable arising from the sale of goods or services by the Business after the Closing Date.

See §8.4

The Sitestar agreement prorated taxes, utilities, rents and similar charges benefiting both parties at closing, based on the actual number of days of pre-closing and post-closing use.

Any real estate, personal property, and other taxes, utilities, rents, charges, license charges and other assessments that inure to the benefit of both Seller and Buyer, if any, shall be prorated at the Closing between Seller and Buyer based on the actual number of days applicable to pre-Closing and post-Closing use.

See §4.4; agreement dated Feb. 28, 2007

The Luna agreement represented that the seller was the sole and exclusive legal and beneficial owner of its IP registrations and IP assets, free and clear of encumbrances, without representing their enforceability.

Seller is the sole and exclusive legal and beneficial owner of all right, title, and interest in and to the Intellectual Property Registrations and Intellectual Property Assets, free and clear of Encumbrances (it being understood and acknowledged that the foregoing representation and warranty does not constitute a representation and warranty of enforceability of any such Intellectual Property Registrations and Intellectual Property Assets).

See §3.25(c)

The Salem seller represented that it solely owned the business intellectual property other than third-party intellectual property licensed to it under contracts listed on Schedule 1.1(c).

Except for all rights in Intellectual Property related to the Business that are owned by a third party and licensed to Seller under a Business IP Contract listed as such on Schedule 1.1(c) (“Licensed Business IP”), Seller has sole and exclusive ownership of all right, title, and interest in and to, and has good, valid and marketable title to, all other Business Intellectual Property (“Owned Business IP”), free and clear of any Liens, and has the sole and exclusive right to use and otherwise exploit such Intellectual Property without payment to any third party.

See §3.14(c)

The Bankrate seller represented that it exclusively owned the intellectual property used in its business, other than intellectual property licensed to it as identified in Schedule 4.10(d).

Seller exclusively owns all right, title and interest in and to all Intellectual Property used in connection with the operation and conduct of its business, free and clear of any Liens (other than Permitted Liens), other than Intellectual Property that is licensed to Seller as identified in Schedule 4.10(d) or Intellectual Property that is licensed to Seller and not required to be identified in Schedule 4.10(d).

See §4.10(b)

The Greenfield agreement’s closing documents included an assignment and bill of sale, an assignment of trademarks, an assignment of copyrights and any other assignments needed to transfer the assets.

Such documents shall include, without limitation, an Assignment and Bill of Sale in the form attached hereto as Exhibit 2.5, an Assignment of Trademarks in the form attached hereto as Exhibit 2.5(a), an Assignment of Copyrights in the form attached hereto as Exhibit 2.5(b), and any assignments or other documents necessary to effect such transfer and conveyance of the Transferred Assets.

See §2.5

The Grove agreement required the selling parties to deliver at closing a bill of sale and assignment and separate assignments of patents, trademarks and copyrights.

The Selling Parties shall deliver to the Buyer: (i) A Bill of Sale and Assignment in the form of Exhibit E executed by Seller; and (ii) An Assignment of Patents, Assignment of Servicemarks and Trademarks and Assignment of Copyrights in the form of Exhibits F-1, F-2 and F-3 executed by Seller; and (iii) Non-Competition Agreements in the form of Exhibit G (the "Selling Parties’ Non-Competition Agreements") executed by each of the Selling Parties;

See §2.5(a)

The Luna agreement supports identifying IP agreements by date, title and parties in its disclosure schedule.

Schedule 3.25(b) contains a correct, current and complete list of all Intellectual Property Agreements, specifying for each the date, title and parties thereto.

See §3.25(b)

The Salem agreement gave the buyer a royalty-free, perpetual, noncancellable worldwide license to use the shared code for the websites and the business.

Buyer shall have the royalty-free, perpetual, noncancellable worldwide license to use the Shared Code with respect to the Websites and the Business.

See §8.9

The ECOtality agreement kept the Ecotality name and domain with the sellers until a later effective transfer date and, until then, let the buyer use the domain without charge by linking to its acquired business.

Buyer acknowledges and agrees that the name Ecotality (together with any and all derivatives thereof, websites, domain name, email addresses social media accounts, tradenames, logos and other intellectual property related thereto, the “ Ecotality Name ”) shall remain the property of Sellers until the end of the Bankruptcy Period at which time the transfer of the Ecotality Name to Buyer hereunder shall become effective. Until such time as the transfer of the Ecotality Name becomes effective, Sellers shall permit Buyer and the purchasers of the Minit-Charger and eTec Labs businesses to use, without charge, the Ecotality domain name by permitting such parties to place links to their respective businesses acquired from Sellers on the Ecotality website.

See Schedule 1.01(b), item 3

The Sitestar agreement listed on Schedule 5.16(a) the telecommunications circuit and service contracts to be assumed or executed by the buyer.

Schedule 5.16(a) is complete list of all telecommunications circuit and service contracts to be assumed or executed by Buyer.

See §5.14(a)

The ECOtality agreement defined its assumed contracts as those identified on Schedule 2.01(a) or designated in writing by the buyer before a stated deadline.

“Assumed Contracts” means (a) those Contracts primarily related to the Blink Business that are (i) identified on Schedule 2.01(a) hereto as Assumed Contracts and (ii) otherwise identified in writing to Sellers by the Buyer as Assumed Contracts prior to the Closing Date, and (b) those Undesignated Contracts identified in writing to the Sellers by Buyer as Assumed Contracts prior to the Assumed Contract Deadline.

See Article I, “Assumed Contracts”

Jennifer M. Settles explains that anti-assignment clauses require third-party consent before the buyer can assume the contract.

These “anti-assignment clauses” trigger the need for a third-party consent before the Buyer can assume the contract.

See Jennifer M. Settles, Third-Party Consents, Law Office of Jennifer M. Settles (Apr. 25, 2025).

The Luna seller represented that, except as set forth in Schedule 3.2(c), it was not required to give notice to or obtain consent from any person for the transaction.

(c) Except as set forth in Schedule 3.2(c), Seller is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

See §3.2(c)

The Greenfield Online seller represented that, except as set forth in Schedule 3.10, it was not party to any contract requiring counterparty consent to the transaction.

Except as set forth in Schedule 3.10, Seller is not party to any contract or agreement that would require consent from the counterparty thereto to any of the transactions contemplated hereby.

See §3.10

The Luna agreement required the seller to use best efforts to obtain all material consents.

Seller shall use Best Efforts to obtain all Material Consents.

See §5.4

The Salem agreement treated a contract lacking consent at closing as not assigned until consent, with the seller passing its benefits to the buyer and the buyer paying the corresponding liabilities.

In the event of a consent required with respect to the assignment of an Assumed Contract that has not been obtained before the Closing, then such Assumed Contract will be deemed not assigned until such consent shall have been obtained and, following the Closing Seller shall provide Buyer with the benefits of any such Assumed Contract until such consent is obtained, provided that Buyer shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefits to the extent Buyer would have been responsible therefor if such consent had been obtained and such Assumed Contract assigned and assumed by Buyer as of the Closing Date.

See §7.6

Jennifer M. Settles describes escrowing part of the purchase proceeds at closing pending receipt of necessary consents.

One approach can involve the escrow of a portion of the purchase proceeds at closing, pending receipt of the necessary consents.

See Jennifer M. Settles, Third-Party Consents, Law Office of Jennifer M. Settles (Apr. 25, 2025).

The SofTech agreement held back $320,000 of the closing price for twelve months, subject to reduction under its indemnity article.

The US$320,000 balance of the Closing Purchase Price (“Holdback”) shall be payable to Seller, subject to possible reduction or deferred payment under Article V of this Agreement, by wire transfer twelve months after the Closing Date (“Holdback Period”).

See §1.4.2; agreement dated Aug. 30, 2013

The iGourmet agreement deferred $175,000 of its price to thirty days after closing.

(ii) On the date that is thirty calendar days after the Closing, $175,000 (the “ Post-Closing Payment ”) by wire of immediately available funds to the Seller Account.

See §1.04(b)(ii); agreement dated Aug. 30, 2024

Imke Ratschko describes installment payments documented by a buyer promissory note, possibly secured by the purchased assets.

If there are installments, the purchaser would usually give a promissory note for that amount and may give a security interest in the purchased assets, in case the purchaser defaults under the promissory note.

See Imke Ratschko, The Basics of an Asset Purchase Agreement, Ratschko PLLC (July 25, 2022; updated July 28, 2022).

Schwabe describes post-closing adjustments as increases or reductions to the price to account for changes in the company's financial condition between signing and closing.

Finally, post-closing adjustments to the purchase price are increases or reductions to the purchase price to account for changes in the company’s financial condition between signing and closing.

See Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).

Schwabe advises that post-closing adjustment provisions specify the accounting principles that will apply.

In drafting the post-closing adjustment provisions, the parties should specify what accounting principles will apply.

See Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).

The Luna agreement defined net working capital as the seller's receivables, inventory, prepaid expenses and other current assets, other than excluded assets, less current liabilities and excluding retained liabilities.

“Net Working Capital” means, as of the Closing, (a) the sum of accounts receivable, Inventory and prepaid expenses and other current assets of the Seller, other than any Excluded Assets, less (b) Current Liabilities and excluding any Retained Liabilities.

See §1.1, definition of Net Working Capital

Barlow & Williams recommend specifying the procedures for determining a price adjustment as precisely as possible to mitigate the risk of a dispute.

To mitigate this risk, the parties should be as specific as possible in detailing the procedures to determine any purchase price adjustment.

See Barlow & Williams, Purchase Price Adjustments (May 17, 2024).

Barlow & Williams describe a seller review period for the closing statement, commonly 30 days and possibly shorter in smaller transactions.

After the closing statement is sent to the seller, the seller will have a period of time (30 days is common but this could be less in smaller transactions) to review it.

See Barlow & Williams, Purchase Price Adjustments (May 17, 2024).

Schwabe describes earn-outs as providing upward adjustment based on the company's post-closing performance.

Earn-outs provide for upward adjustment based on positive performance by the company post-closing.

See Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).

Andrew J. Schultheis and Dylan Lowe advise that an earnout provision clearly define the accounting standards, measurement periods and any inclusions or exclusions from the calculation.

Regardless of which metric or milestone is chosen, the earnout provision should clearly define the applicable accounting standards (e.g., GAAP applied consistently with the target company's historical practices), the measurement periods, and any specific inclusions or exclusions from the calculation.

See Andrew J. Schultheis and Dylan Lowe, Earnouts in Mergers and Acquisitions Deals, Davis Wright Tremaine (June 2026).

Andrew J. Schultheis and Dylan Lowe recommend that sellers seek at least an ordinary-course operating covenant.

At a minimum, sellers should seek a covenant requiring the buyer to operate the business in the ordinary course consistent with past practices.

See Andrew J. Schultheis and Dylan Lowe, Earnouts in Mergers and Acquisitions Deals, Davis Wright Tremaine (June 2026).

Andrew J. Schultheis and Dylan Lowe say a well-drafted earnout provision addresses how performance is measured, how payments are made, how the seller's interests are protected and how disputes are resolved.

A well-drafted earnout provision should address four key areas: how performance is measured, how payments are made, how the seller's interests are protected during the earnout period, and how disputes are resolved.

See Andrew J. Schultheis and Dylan Lowe, Earnouts in Mergers and Acquisitions Deals, Davis Wright Tremaine (June 2026).

The Bankrate agreement supports access to the identified records and personnel to verify its earnout calculation.

Upon receipt of an Earnout Statement, Seller and its accountants will be given reasonable access upon reasonable notice to Buyer’s relevant books, records, workpapers and personnel during business hours for the purpose of verifying the Earnout Adjusted EBITDA and Reference Adjusted EBITDA and the resulting Earnout Amount.

See §2.6(b)(i)

Wright Lewis describes an escrow as part of the price held by a third party, usually a bank or a law firm, until contractual obligations are met or as security for the seller's representations and warranties.

An escrow is where part of the purchase price is held by a third party (usually a bank or a law firm) until certain contractual obligations are met, or as security for the seller’s representations and warranties.

See Wright Lewis, Earnouts, Escrows, and Holdbacks, Dunlap Bennett & Ludwig (May 23, 2024).

Schwabe explains that the holdback amount is usually based on a percentage of the price but may be increased for a specific known risk of an indemnity claim.

The first consideration for an indemnity holdback is determining the amount. This is usually based on a percentage of the purchase price, but the amount may be increased if there is a specific known risk of an indemnity claim.

See Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).

Schwabe explains that the holdback period largely depends on the survival periods for indemnity claims.

The length of the holdback period will depend largely on the length of the survival periods for the indemnity claims.

See Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).

Wright Lewis suggests that a seller may negotiate release of an escrow or holdback in stages.

It may be beneficial for a seller to negotiate a graduated release schedule, where a percentage of the escrow or holdback will be released to the seller at multiple intervals throughout the escrow or holdback period.

See Wright Lewis, Earnouts, Escrows, and Holdbacks, Dunlap Bennett & Ludwig (May 23, 2024).

The Greenfield Online agreement made the buyer bear all sales, value added, use, transfer, registration, stamp and similar taxes imposed in connection with the sale of the transferred assets.

(a) All sales, value added, use, transfer, registration, stamp and similar Taxes imposed in connection with the sale of the Transferred Assets shall be borne by Buyer.

See §5.3(a)

The Grove agreement split sales, use, transfer and similar taxes on the sale of the acquired assets equally between the seller and the buyer.

Any United States or federal, state or local, sales, use, transfer, transfer gains or similar Taxes payable in connection with the sale and purchase of the Acquired Assets shall be paid equally by Seller and Buyer (i.e., each shall pay 50%).

See §8.7

The Sitestar agreement required each party to file its tax returns on the basis of the agreed allocation, barred inconsistent return positions and required each party to use the allocation as the basis for its Form 8594.

Each Party shall file its respective income tax returns on the basis of the allocations agreed upon , and no Party shall thereafter take a return position inconsistent with such allocation. Each Party shall fully comply with the reporting requirements of Section 1060 of the Code relating to allocation rules for certain asset acquisitions, and will use this allocation as the basis for completing IRS Form 8594, which the Parties shall each file with the IRS on a timely basis.

See §4.3(d); agreement dated Feb. 28, 2007

The American Brewing agreement allocated the purchase price among the purchased assets for tax and accounting purposes as shown on an allocation schedule the buyer prepared before closing in accordance with IRS pronouncements.

Seller and Buyer agree that the Purchase Price shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on an allocation schedule (the " Allocation Schedule ") to be prepared by Buyer prior to the Closing Date in accordance with IRS pronouncements.

See §2.07; agreement dated Sept. 30, 2015

The iGourmet seller represented that it had the power and authority to enter into the agreement and the other transaction documents and to carry out the transaction.

Seller has all necessary limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

See §3.01

The Bankrate agreement included a representation that the owner had the power and authority to execute, deliver and perform the agreement and its other transaction documents.

Owner has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party.

See §3.1

The Salem agreement represented that the seller had good, valid and marketable title to all of the sale assets, free and clear of any liens except permitted liens.

Seller has good, valid and marketable title to all of the Sale Assets, free and clear of any Liens except for Permitted Liens.

See §3.5(a)

Margaret M. Salinas recommends making payoff of existing liens and evidence of their release a condition precedent to closing.

If the seller(s) have existing liens, it should be a condition precedent to closing that those liens are paid off and evidence of the release of such liens is provided to the purchaser.

See Margaret M. Salinas, Five Issues to Address When Acquiring a Business, Chuhak & Tecson (Apr. 18, 2024).

The Salem seller represented that, except as listed on Schedule 3.8, no claims, investigations or other proceedings relating to the business were pending or, to its knowledge, threatened against it.

Except as otherwise provided in Schedule 3.8, there are no claims, investigations, or administrative proceedings, arbitrations, or other proceedings pending or, to Seller’s knowledge, threatened against Seller relating to the Business.

See §3.8

The Greenfield Online seller represented that no proceedings were pending or, to its knowledge, threatened against the seller, the business or the transferred assets, and that no orders affected them.

There are no (i) actions, suits, claims, hearings, arbitrations, proceedings (public or private) or governmental investigations that have been brought by or against any Governmental Authority or any other Person (collectively, “Proceedings”) pending or, to the knowledge of Seller, threatened, against or by Seller, the Business or any of the Transferred Assets or which seek to enjoin or rescind the transactions contemplated by this Agreement, nor, to the knowledge of Seller, is there any valid basis for any such Proceedings; and (ii) existing orders, judgments or decrees of any Governmental Authority naming Seller as an affected party affecting any of the Transferred Assets, the Business or the performance by Seller of the transactions contemplated by this Agreement, nor, to the knowledge of Seller, is there any valid basis for any such Proceedings.

See §3.8

Tyler Conway and Tracy Belton identify two categories of disclosure-schedule information: lists and exceptions.

There are two categories of information presented in disclosure schedules: lists and exceptions.

See Tyler Conway and Tracy Belton, Tips on Drafting and Negotiating Disclosure Schedules, Arnold & Porter (Dec. 4, 2015).

Conor Meyers explains that a properly scheduled exception is not a breach of the representation.

A representation is made except as disclosed, so an exception properly scheduled is not a breach at all.

See Conor Meyers, Reps and Warranties in a Business Sale, Clark Meyers (Aug. 21, 2026).

The Luna agreement's representation that no notice or consent is needed for the transaction is qualified by the consents listed on Schedule 3.2(c).

Except as set forth in Schedule 3.2(c), Seller is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

See §3.2(c)

The Greenfield Online agreement required the seller, until closing, to conduct the business in the ordinary course, preserve the transferred assets and use commercially appropriate efforts to preserve the business's goodwill with third parties.

From the date hereof until the Closing Date, Seller shall conduct the Business in the ordinary course and shall preserve intact the Transferred Assets, and shall use its commercially appropriate efforts to preserve intact the Business’s goodwill with third parties.

See §5.1

The Bankrate agreement required the seller, before closing, to operate in the ordinary course, preserve its organization and assets, keep its workforce available and preserve key business relationships.

During the period from the date of this Agreement until the earlier of (x) the Closing or (y) the date this Agreement is terminated in accordance with its terms (such period, the “Pre-Closing Period”), Seller shall, and Owner shall cause Seller to, (i) operate the Business only in the ordinary course of business consistent with past practice, (ii) use its commercially reasonable efforts to preserve substantially intact its business organization and assets; (iii) use its commercially reasonable efforts to keep available the services of its employees and independent contractors; (iv) use its commercially reasonable efforts to preserve Seller’s relationships with customers, suppliers and other Persons with which Seller has significant business relationships; (v) pay all Indebtedness, Taxes and other obligations in the ordinary course of business and (vi) keep and maintain Seller’s assets and properties in good repair and normal operating condition, ordinary wear and tear excepted.

See §6.1

The Grove agreement held its closing simultaneously with the execution and delivery of the agreement.

Subject to the terms and conditions of this Agreement, the closing of the purchase, sale and transactions contemplated by this Agreement (the “Closing”) shall be held simultaneously with the execution and delivery of this Agreement, which is the date of this Agreement first above set forth.

See §2.3

The Luna agreement required the buyer at closing to wire the purchase price less the escrow amount to the seller and to wire the escrow amount to the escrow agent.

In addition to any other documents or deliverables to be delivered under other provisions of this Agreement, at the Closing: (a) Buyer shall pay or cause to be paid, in cash by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer, the Purchase Price less the Escrow Amount; (b) Buyer shall deliver the Escrow Amount, in cash by wire transfer of immediately available funds, to the Escrow Agent, to be held and disbursed by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement;

See §2.7(a)–(b)

The Greenfield Online agreement conditioned the buyer's obligation to close on receiving all of the seller's closing deliveries and on the accuracy of the seller's representations.

The obligations of Buyer to consummate the Closing are subject to the satisfaction of each of the following conditions (any of which may be waived by Buyer, in whole or in part): (a) Buyer shall have received all of the deliveries from Seller required pursuant to Sections 2.5 hereof; -18- (b) The representations and warranties made by Seller pursuant to Section 3 shall be true and correct in all material respects (except for such representations and warranties as are already qualified by materiality concepts, which shall be true and correct as of the Closing Date) on and as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date;

See §7.1(a)–(b)

The Luna agreement supports treating its material consents as closing conditions.

Each of the Material Consents shall have been obtained and shall be in full force and effect.

See §7.3

The Luna agreement required the seller to deliver at closing a bill of sale for tangible personal property and an assignment and assumption agreement for intangible assets.

(c) Seller shall deliver or cause to be delivered to Buyer the following items (in form and substance reasonably satisfactory to Buyer and its counsel, unless otherwise specified below): (i) a bill of sale for all of the Purchased Assets that are Tangible Personal Property in substantially the form of Exhibit B (the “Bill of Sale”), duly executed by Seller; (ii) an assignment of all of the Purchased Assets that are intangible personal property in substantially the form of Exhibit C, which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by Seller;

See §2.7(c)(i)–(ii)

The Grove agreement required the seller to deliver at closing assignments of patents, trademarks and copyrights and a domain name assignment, among other documents.

(ii) An Assignment of Patents, Assignment of Servicemarks and Trademarks and Assignment of Copyrights in the form of Exhibits F-1, F-2 and F-3 executed by Seller; and (iii) Non-Competition Agreements in the form of Exhibit G (the "Selling Parties’ Non-Competition Agreements") executed by each of the Selling Parties; and (iv) Employment Agreements in the form of Exhibits H-1 and H-2 executed by each of the Seller Stockholders (“the Employment Agreements”) Page 6 (v) An opinion from Seller’s legal counsel in form and substance as set forth in Exhibit I attached hereto, addressed to the Buyer; and (vi) A certificate executed by the President of Seller certifying that such President has the power and authority to enter into on behalf of Seller this Agreement and the other documents to be executed by Seller pursuant hereto, and to bind Seller hereto and thereto; and (vii) A Domain Name Assignment in the form of Exhibit J executed by Seller;

See §2.5(a)(ii)–(vii)

The Chefs' Warehouse agreement required the seller parties to deliver at closing a signed closing statement setting forth the flow of funds, and the signed escrow agreements.

At the Closing, the Seller Parties shall deliver to Buyer, in addition to any other documents to be delivered under the provisions of this Agreement, all of the following documents: (i) the Closing Statement, dated as of the date hereof, setting forth the flow of funds for the transactions contemplated by this Agreement, duly executed by each of the Seller Parties (the “Closing Statement”); (ii) the Escrow Agreement A and the Escrow Agreement B, duly executed by the Seller and its Subsidiaries and the Shareholder, as applicable;

See §1.9(a)(i)–(ii)

Venn Law Group describes transition agreements typically running three to twelve months, longer for complex businesses.

The term, or duration, of a transition agreement is a fundamental element typically ranging from three to twelve months, although it can extend longer if the business is more complex.

See Venn Law Group, Transition Consulting Agreements (Nov. 27, 2024).

Venn Law Group describes terms for transition duration, weekly hours and compensation as giving the seller's knowledge transfer a structured approach.

By setting terms for the transition duration, weekly hours, and clear compensation, transition agreements provide a structured approach for the seller to share essential knowledge while helping the buyer feel prepared to take over.

See Venn Law Group, Transition Consulting Agreements (Nov. 27, 2024).

Venn Law Group observes that sellers are usually paid hourly or monthly for transition services.

In exchange for their time and expertise, the seller is usually compensated on an hourly or fixed monthly basis.

See Venn Law Group, Transition Consulting Agreements (Nov. 27, 2024).

The Bankrate further-assurances clause required each party to execute further instruments and take additional action reasonably requested to effect, consummate, confirm or evidence the transfer of the purchased assets.

Each of the Parties shall execute and deliver such further instruments of conveyance and transfer and take such additional action as the other may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets, the assumption by Buyer of the Assumed Liabilities and the conduct by Buyer of the Business, and shall execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets and its ability to conduct the Business.

See §7.7(a)

The Grove agreement required the selling parties, after closing and at the buyer's request, to deliver further transfer instruments needed to vest title in the buyer.

Following the Closing Date, at the request of the Buyer, the Selling Parties shall deliver any further instruments of transfer and shall take all such further action as may be necessary or appropriate to vest in the Buyer good title to the Acquired Assets that were to be transferred previously and to effectuate the transactions contemplated herein.

See §2.6

The Luna agreement let the buyer or the seller terminate if the other's closing conditions would not be fulfilled by December 31, 2018, unless the terminating party's own failure to perform caused it.

(c) by Buyer, if any of the conditions set forth in Article 7 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by December 31, 2018, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants or agreements hereof to be performed or complied with by it prior to the Closing; (d) by Seller, if any of the conditions set forth in Article 8 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by December 31, 2018, unless such failure shall be due to the failure of Seller

See §9.1(c)–(d)

The Bankrate agreement provided that on termination it would have no further force and effect, except for listed surviving provisions and liability for earlier willful and material breach.

In the event of termination of this Agreement as provided above, this Agreement shall immediately terminate and have no further force and effect and there shall be no Liability on the part of any Party to any other Party under this Agreement, except that (a) the covenants and agreements set forth in this Section 9.2 and Article 11 (Miscellaneous) and all definitions herein necessary to interpret any of the foregoing provisions shall remain in full force and effect and survive such termination indefinitely and (b) nothing in this Section 9.2 shall release any Party from any Liability for any willful and material breach by such Party of this Agreement before the effective date of such termination, or otherwise affect any of the rights or remedies available to any Party with respect to the breach of this Agreement by any Party before the effective date of such termination.

See §9.2

The ECOtality agreement's section 9.01(b) let the sellers terminate before closing if the buyer materially breached a representation or failed to perform its pre-closing covenants, and section 9.01(e) tied another termination right to a bankruptcy court approval order.

This Agreement may be terminated at any time prior to the Closing: (a) by mutual written agreement of the Sellers and Buyer; (b) by the Sellers, if Buyer has breached any representation or warranty of Buyer contained in this Agreement in any material respect, or if Buyer shall fail to perform or comply in all material respects with all covenants and obligations of Buyer under this Agreement to be performed or complied with by it on or prior to the Closing Date; provided, that Sellers are not then in material breach of their representations, warranties, covenants or obligations under this Agreement; (c) by the Sellers, if any condition to the obligations of Sellers set forth in Section 6.01 (c) or (d) shall have become incapable of fulfillment; provided, that Sellers are not then in material breach of their representations, warranties, covenants or obligations under this Agreement; (d) by the Buyer, if any condition to the obligation of Buyer set forth in Section 6.02 shall have become incapable of fulfillment; provided, that Buyer is not then in material breach of its representations, warranties, covenants or obligations under this Agreement; (e) by either the Sellers or Buyer, if the Closing shall not have been consummated on or before the date that is two (2) Business Days after the entry of the Approval Order by the Bankruptcy Court, unless the party seeking termination is in material breach of its representations, warranties, covenants or obligations under this Agreement.

See §9.01; agreement dated Oct. 10, 2013

Robbie Crosier describes the final indemnification clause as a product of negotiation reflecting each party's relative leverage.

The final indemnification clause is a product of negotiation, reflecting the relative leverage of each party.

See Robbie Crosier, Explanation of the Indemnification Clause in Business Acquisitions, Peters Kussmaul Crosier (June 23, 2025).

The Luna agreement made the seller liable for representation losses only after they exceeded a $50,000 basket, and then only for the excess.

(a) Seller shall not be liable to the Buyer Indemnified Parties for indemnification under Section 11.2(a) until the aggregate amount of all Losses in respect of indemnification under Section 11.2(a) exceeds $50,000 (the “Basket”), in which event Seller shall only be required to pay or be liable for Losses in excess of the Basket.

See §11.4(a)

The Jeffs Brands agreement made the buyer indemnify the seller for the buyer's operation of the assets after the completed migration and the seller indemnify the buyer for the seller's operation before it.

(a) Buyer agrees to indemnify Seller from all liabilities arising out of Buyer’s operation of the Assets after the Completed Migration; (b) Seller agrees to indemnify Buyer from all liabilities arising out of Seller’s operation of the Asset prior to the Completed Migration; and, (c) The Parties agree to indemnify Broker from and against any and all claims, demands, judgments, liabilities, costs, and fees, including attorney’s fees, arising out of or related to this Agreement, including but not limited to the Buyer or Seller’s breach of any provision of this Agreement.

See ¶19(a)–(c)

In Section 9.7 of the Greenfield Online agreement, the shareholder indemnified the buyer for breaches of two listed seller representations and for the seller's fraud, subject to stated limits.

Shareholder shall indemnify and hold harmless the Buyer Indemnitees, subject to the limits set forth in Section 9.3, in respect of any and all Damages incurred by any Buyer Indemnitee in connection with, or resulting from, any or all of the following: (a) Any breach of the representations or warranties made by Seller pursuant to Sections 3.8 and 3.15 of this Agreement; and (b) Any fraudulent statement or representation of Seller contained in this Agreement, or supplied to Buyer by Seller in writing after the execution of this Agreement, where “fraudulent” means knowing, intentional fraud.

See §9.7

The Luna agreement gave the indemnifying party 30 days after receiving notice of a direct claim to respond in writing.

The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim.

See §11.5

The Salem agreement required a party seeking indemnification to give the indemnifying party prompt written notice, in reasonable detail, of any third-party claim or suit.

Any party seeking payment or indemnification under this Article IX (the “Indemnified Party”) shall give prompt notice in reasonable detail in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought.

See §9.6

The Luna agreement kept representations alive for 18 months after closing and fundamental representations for the applicable statutes of limitation.

Subject to the limitations and other provisions of this Agreement, the representations and warranties contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by pursuant to this Agreement shall survive the Closing and shall remain in full force and effect until the date that is 18 months from the Closing Date; provided, that the Seller Fundamental Representations and the Buyer Fundamental Representations shall survive the Closing for the duration of the applicable statutes of limitation.

See §11.1

The iGourmet agreement kept representations alive for 12 months, and fundamental representations and fraud claims for three years.

Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing for a period of 12 months, provided , however , that any representations and warranties contained in Fundamental Representations or are the subject of a fraud claim will survive the Closing for a period of three years.

See §6.01; agreement dated Aug. 30, 2024

Robbie Crosier reports caps frequently ranging from 10% to 20% of the purchase price in a typical small business deal.

Typical Range: The cap is often set as a percentage of the total purchase price, frequently ranging from 10% to 20% for a typical small business deal.

See Robbie Crosier, Explanation of the Indemnification Clause in Business Acquisitions, Peters Kussmaul Crosier (June 23, 2025).

The Luna agreement capped the seller's representation liability at the escrow amount.

The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 11.2(a) shall not exceed the Escrow Amount.

See §11.4(a)

The iGourmet agreement capped indemnification for non-fundamental representations at 15% of the purchase price, outside fraud.

(b) The aggregate amount of all losses for which an Indemnifying Party shall be liable pursuant to Section 7.01 or Section 7.02, as the case may be, shall not exceed 15% of the Purchase Price for losses relating to representations and warranties that are not Fundamental Representations and do not arise from the fraudulent actions of the Seller.

See §7.03(b); agreement dated Aug. 30, 2024

Laura Warf explains that a tipping basket requires the seller to pay all covered damages from the first dollar once the threshold is met.

A tipping basket requires the seller to pay for all covered damages suffered by the buyer once the pertinent trigger threshold is met, starting with the first dollar of damages.

See Laura Warf, Purchase Agreement Indemnification Provisions, Davis Wright Tremaine Family Business Resource Center (Apr. 2021).

Laura Warf explains that a deductible basket makes the seller responsible only for damages that exceed the threshold.

A deductible basket functions like an insurance deductible, i.e., once it is triggered, the seller is only responsible for the damages that exceed the basket threshold.

See Laura Warf, Purchase Agreement Indemnification Provisions, Davis Wright Tremaine Family Business Resource Center (Apr. 2021).

The iGourmet agreement imposed a deductible of 0.5% of the purchase price on indemnification claims.

(a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 7.01 or Section 7.02, as the case may be, until the aggregate amount of all losses in respect of indemnification under Section 7.01 or Section 7.02 exceeds 0.5% of the Purchase Price (the “ Deductible ”), in which event the Indemnifying Party shall only be required to pay or be liable for losses in excess of the Deductible.

See §7.03(a); agreement dated Aug. 30, 2024

The Grove agreement made its indemnification provisions the sole and exclusive remedy for monetary claims for breach, except claims for Special Misconduct, and preserved equitable relief.

With the exception of a Party’s ability to recover for any claim for Special Misconduct related to this Agreement or any Closing Document or the transactions contemplated hereby or thereby, the indemnification provisions set forth in this Section 7 of this Agreement shall be the sole and exclusive remedy of any Party with respect to any and all monetary claims for any breach or nonperformance by any other Party of any representation, warranty, covenant or agreement contained herein; provided, however, nothing shall limit any Party’s right to seek and obtain any equitable relief to which it may be entitled.

See §7.8

The Salem agreement made indemnification the sole and exclusive post-closing remedy for breach of the agreement, except with respect to fraud.

Except with respect to fraud, Buyer and Seller agree that the rights to indemnification and to be held harmless set forth in this Article IX shall, as between the parties hereto and their respective successors and assigns, be the sole and exclusive remedy after the Closing with respect to any breach of any representation, warranty, covenant or agreement under this Agreement; provided, however, that nothing herein shall be construed or interpreted as limiting or impairing the rights or remedies that the parties hereto may have at equity for injunctive relief or specific performance.

See §9.2

The Grove agreement let the buying parties set off indemnity amounts against the seller's convertible note even if disputed, and provided that a good-faith setoff would not be an event of default under the notes.

Upon notice to Seller from either Buying Party specifying in reasonable detail the basis therefor, Buying Parties may withhold and set off any amount to which they may be entitled under this Section 7 (or any other agreement entered into pursuant to this Agreement, or otherwise) against the Seller or any of the Selling Parties against amounts otherwise payable under the Convertible Note, regardless of whether any Selling Party disputes such setoff claim, or whether such setoff claim is for a contingent or an unliquidated amount. The exercise of such right of setoff by a Buying Party in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under the Promissory Note or Convertible Note.

See §7.7

The Salem agreement allowed the buyer to set off indemnity amounts against amounts payable to the seller, including under the note, only if the seller agreed the amount was due or a court judgment found the seller owed it.

Upon notice to Seller specifying in reasonable detail the basis therefore, Buyer may set off any amount to which it may be entitled under this Article IX against amounts otherwise payable to Seller, including without limitation under the Note, provided that Seller has agreed that such amount is due to Buyer or a judgment has been rendered by a court with appropriate jurisdiction that Seller owes such amount.

See §9.7

Wright Lewis cautions that setoff against a note is less helpful to the buyer than cash when a significant indemnifiable loss arises.

However, if a significant cost arises as a result of an indemnifiable loss, setting off against a note is not as helpful to the buyer as cash.

See Wright Lewis, Earnouts, Escrows, and Holdbacks, Dunlap Bennett & Ludwig (May 23, 2024).

The Luna agreement barred the seller, during the restricted period, from soliciting customers and from inducing customers, suppliers, employees and other business relations to leave the buyer, and from hiring the buyer's employees.

During the Restricted Period, Seller shall not, directly or indirectly: (i) solicit the business of any Person who is a customer of Buyer in a manner competitive with the Business; (ii) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of Buyer to cease doing business with Buyer, to deal with any competitor of Buyer or in any way interfere with its relationship with Buyer; (iii) cause, induce or attempt to cause or induce any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of Seller on the Closing Date or within the year preceding the Closing Date to cease doing business with Buyer, to deal with any competitor of Buyer or in any way interfere with its relationship with Buyer; or (iv) hire, retain or attempt to hire or retain any employee or independent contractor of Buyer or in any way interfere with the relationship between Buyer and any of its employees or independent contractors.

See §10.8(b)

The iGourmet agreement barred public announcements about the transaction without the other party's consent, not to be unreasonably withheld, unless required by law, and required cooperation on timing and content.

Unless otherwise required by applicable Law, no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

See §5.04; agreement dated Aug. 30, 2024

The iGourmet agreement confirmed that the parties' earlier confidentiality agreement remained in full force and effect and applied it to information provided to the buyer under the purchase agreement.

Buyer acknowledges and agrees that the Confidentiality Agreement, dated as of January 18, 2024, between Buyer and Seller (the “ Confidentiality Agreement ”) remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Buyer pursuant to this Agreement.

See §5.03; agreement dated Aug. 30, 2024

The Luna agreement required the seller and buyer to consult on how the seller's employees, customers and suppliers would be informed of the transaction, with the buyer entitled to be present.

Seller and Buyer will consult with each other concerning the means by which Seller’s employees, customers, suppliers and others having dealings with Seller will be informed of the Contemplated Transactions, and Buyer will have the right to be present for any such communication.

See §13.2

The iGourmet agreement chose New York law and submitted disputes to the exclusive jurisdiction of the federal courts or the New York state courts.

All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to the conflict of law provisions thereof to the extent such provisions would require or permit the application of the laws of any jurisdiction other than the State of New York. Any legal suit, action, proceeding or dispute arising out of or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding or dispute.

See §10.08(a); agreement dated Aug. 30, 2024

The Greenfield Online agreement chose the internal laws of Delaware, without reference to conflict-of-laws rules.

This Agreement shall be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws) of the State of Delaware.

See §11.5

The Sitestar agreement sent any unresolved controversy or dispute between the parties to binding arbitration.

Any unresolved controversy or dispute between the Parties, including, without limitation, one arising out of or relating to this Agreement, the Acquired Assets or the Business, shall be settled by binding arbitration.

See §11.11; agreement dated Feb. 28, 2007

The Luna agreement treated a notice as given when delivered by hand or overnight courier, sent by e-mail with confirmation of transmission, or received or rejected if sent by certified mail, to the designated addresses.

All notices, Consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by e-mail with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, e-mail address or person as a party may designate by notice to the other parties):

See §13.3

The Salem agreement treated a mailed notice as given at the close of the third business day after mailing and any other notice as given on the date received.

Any such notice, demand or communication shall be deemed to have been given (i) if so mailed, as of the close of the third business day following the date so mailed, and (ii) if personally delivered or otherwise sent as provided above, on the date received.

See §11.2

The Sitestar agreement provided that its own provisions control over any other document in a conflict.

If there is a conflict between the terms, conditions, representations, warranties and covenants contained in this Agreement and any other document, then the provisions in this Agreement shall control.

See §11.7; agreement dated Feb. 28, 2007

The iGourmet agreement made the body of the agreement control over inconsistent statements in the other transaction documents, annex, exhibits and disclosure schedules, other than an exception expressly set forth as such in the disclosure schedules.

In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Annex, the Exhibits and the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

See §10.05; agreement dated Aug. 30, 2024

The Salem agreement transfers the websites, internet domains and social-media accounts listed on Schedule 1.1(d), together with the website content and software code.

(d) Internet Domains, Social Media Accounts. All websites, Internet domains, social media accounts, and their related Uniform Resource Locators (“URLs”) used in the operation of the Business (“Websites”, “Domain Names” and “Social Media Accounts”, respectively) listed on Schedule 1.1(d); (e) Content and Software. All content on the Websites (including all rights and interests of Seller to content created by third parties which is not owned by Seller), including e-mail addresses of registered users, technology, and any master media files in Seller’s possession, as well as all functionality of the Websites, including content management systems, and software codes and enhancements, other than the Shared Code (defined in Section 8.9);

See §1.1(d)–(e)

The Sitestar agreement transferred the seller-owned domains used to operate the business and listed them on Schedule 2.1(j).

All Company owned domains used for the purpose of operating the Business, including Domain Names. Such domains are listed in schedule 2.1(j).

See §2.1(j)

The Jeffs Brands agreement transferred the business domain name together with its associated domain name registration.

(b) The www.whoobli.com domain name and its associated domain name registration; (c) All accounts, content, data, customer lists, databases, files, and artwork associated with the Business; (d) All trademark and trade names and related goodwill associated with the Business and all copyright rights pursuant to 17 U.S.C. § 106 associated with the Business; (e) All licenses for applications or plugins used in connection with the Business; (f) All prepaid expenses and subscriptions as of the Effective Date of this Agreement associated with the Business; and, (g) All inventory associated with the business including in order, in transport, housed at in a 3rd party warehouse or currently housed at Amazon Fulfillment Centers (“Inventory”).

See Assets, clause (b)

The Grove agreement required the seller to deliver at closing assignments of patents, trademarks and copyrights and a domain name assignment, among other documents.

(ii) An Assignment of Patents, Assignment of Servicemarks and Trademarks and Assignment of Copyrights in the form of Exhibits F-1, F-2 and F-3 executed by Seller; and (iii) Non-Competition Agreements in the form of Exhibit G (the "Selling Parties’ Non-Competition Agreements") executed by each of the Selling Parties; and (iv) Employment Agreements in the form of Exhibits H-1 and H-2 executed by each of the Seller Stockholders (“the Employment Agreements”) Page 6 (v) An opinion from Seller’s legal counsel in form and substance as set forth in Exhibit I attached hereto, addressed to the Buyer; and (vi) A certificate executed by the President of Seller certifying that such President has the power and authority to enter into on behalf of Seller this Agreement and the other documents to be executed by Seller pursuant hereto, and to bind Seller hereto and thereto; and (vii) A Domain Name Assignment in the form of Exhibit J executed by Seller;

See §2.5(a)(ii)–(vii)

The Meta Financial agreement required an assignment of domain names, in a form the parties would agree, among the transfer instruments to be delivered at closing.

(c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the Companies herein.

See §2.3(c)

The ECOtality agreement kept the Ecotality name and domain with the sellers until a later effective transfer date and, until then, let the buyer use the domain without charge by linking to its acquired business.

Buyer acknowledges and agrees that the name Ecotality (together with any and all derivatives thereof, websites, domain name, email addresses social media accounts, tradenames, logos and other intellectual property related thereto, the “ Ecotality Name ”) shall remain the property of Sellers until the end of the Bankruptcy Period at which time the transfer of the Ecotality Name to Buyer hereunder shall become effective. Until such time as the transfer of the Ecotality Name becomes effective, Sellers shall permit Buyer and the purchasers of the Minit-Charger and eTec Labs businesses to use, without charge, the Ecotality domain name by permitting such parties to place links to their respective businesses acquired from Sellers on the Ecotality website.

See Schedule 1.01(b), item 3

ICANN's registrant guidance addresses transfers from one registrar to another and from one registrant to another.

There are 2 important rules you should be aware of regarding whether and when a domain name can be transferred from one registrar to another and/or from one registrant to another.

See Item 1; accessed September 30, 2026

ICANN explains that a domain generally cannot move to a new registrar within 60 days after a contact-information change, that registrars may but need not offer an opt-out, and that registrants should ask their registrar.

The first rule is that you generally cannot transfer a domain name to a new registrar within 60 days of making a change to your contact information. While some registrars may provide an option to opt-out of this 60-day “lock period” this rule is in place for your protection (to prevent unauthorized transfers) and the registrar does not have to offer this option. Contact your registrar to find out if they offer this option.

See Item 1; accessed September 16, 2026

The iGourmet agreement required the seller to give the buyer administrative-level access to the software and application items listed in its disclosure schedules.

Promptly following the execution of this Agreement, Seller shall provide Buyer with administrative level access to the software/application items listed on Section 5.01 of the Disclosure Schedules.

See §5.01

The SofTech agreement transferred the computer software listed on Schedule 1.1.1, including its source code, object code and related documentation.

Upon the terms and conditions set forth in this Agreement, at the Closing (as defined in Section 1.5 below), Seller shall sell to Purchaser, and Purchaser shall buy from Seller, the following assets, each of which is listed in the corresponding schedules to this Agreement as identified below, which will be made current as of the Closing Date (“Assets”): 1.1.1 All of Seller’s rights to and interest in all of its computer software listed on Schedule 1.1.1, including without limitation all computer programs in source code, object code, flow charts and other code in any format or media, and any and all related documentation (collectively “Technology”) and “Intellectual Property” embodied in the Technology.

See §1.1.1

The Luna agreement defined software to include subsequent versions and source code, together with related files and documentation.

“Software” – all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.

See Article 1, “Software”

GitHub states that the new owner of a transferred repository can immediately administer its contents, issues, pull requests, releases, projects and settings.

When you transfer a repository to a new owner, they can immediately administer the repository's contents, issues, pull requests, releases, projects, and settings.

See About repository transfers; accessed October 3, 2026

The Salem agreement transfers the websites, internet domains and social-media accounts listed on Schedule 1.1(d), together with the website content and software code.

(d) Internet Domains, Social Media Accounts. All websites, Internet domains, social media accounts, and their related Uniform Resource Locators (“URLs”) used in the operation of the Business (“Websites”, “Domain Names” and “Social Media Accounts”, respectively) listed on Schedule 1.1(d); (e) Content and Software. All content on the Websites (including all rights and interests of Seller to content created by third parties which is not owned by Seller), including e-mail addresses of registered users, technology, and any master media files in Seller’s possession, as well as all functionality of the Websites, including content management systems, and software codes and enhancements, other than the Shared Code (defined in Section 8.9);

See §1.1(d)–(e)

The Sitestar agreement set its transition terms in Schedule 2.4, beginning with the seller's list of user names and passwords to servers and software.

The Parties agree to the following transition related terms at Closing; 1. Seller agrees to provide Buyer with a list of all necessary user names and passwords to servers and software on or immediately after the Transfer Date.

See Schedule 2.4

The Jeffs Brands agreement transferred the Amazon FBA account associated with the business, with its associated accounts and data, as an asset of the sale.

(a) The Amazon FBA account associated with the Business, including all associated accounts, content, data, customer lists, databases, files, and artwork; (b) The www.whoobli.com domain name and its associated domain name registration; (c) All accounts, content, data, customer lists, databases, files, and artwork associated with the Business; (d) All trademark and trade names and related goodwill associated with the Business and all copyright rights pursuant to 17 U.S.C. § 106 associated with the Business; (e) All licenses for applications or plugins used in connection with the Business; (f) All prepaid expenses and subscriptions as of the Effective Date of this Agreement associated with the Business; and, (g) All inventory associated with the business including in order, in transport, housed at in a 3rd party warehouse or currently housed at Amazon Fulfillment Centers (“Inventory”).

See Assets, clauses (a)–(g)

The Salem agreement required the seller, promptly after closing, to provide the documentation or certifications the current registrar requires to transfer the domain names to the buyer.

Promptly following the Closing, Seller shall provide a notarized assignment of all registered trademarks of Seller and all documentation or certifications required by the current registrar to Buyer of all of the Domain Names used in the Business (the “Post-Closing Transfer Items”).

See §8.7

Stripe tells an account owner transferring the account because of a business sale to contact Stripe Support first to confirm which information needs updating.

If you are the existing owner of a Stripe account and you want to transfer ownership of your account to someone else, such as in the case of selling your business or having been acquired, you will first need to reach out to Stripe Support to confirm which information updates need to be made.

See Support article; accessed October 3, 2026

Google Play requires both the original and the target developer accounts to be registered and active before a transfer request can be submitted.

Before you can submit a transfer request from your original account to a different account (known as your target account), both Google Play developer accounts need to be registered and active.

See Get your app ready to transfer; accessed October 3, 2026

The Salem agreement transferred originals or true and complete copies of its customer records, lists and databases, while allowing the seller to keep a copy for internal recordkeeping and other legal and accounting purposes.

(g) Records. The originals (where available) or true and complete copies (if originals are not available) of all of the email subscriber/customer records, customer lists, customer contact information, registered user lists, databases, access codes, books, records, files, videos, logs and ledgers pertaining to the Sale Assets or used in the operation of the Business as set forth on Schedule 1.1(g) (collectively, “Records”); provided, that Seller may keep a copy of the Records for its internal recordkeeping and other legal and accounting purposes;

See §1.1(g)

The Greenfield Online agreement required the seller to stop emailing overlapping panel members at closing, permanently delete them from its other panel within five days of closing and have an officer certify that in writing.

Seller agrees that on the Closing Date it will stop sending, and will stop authorizing any other Person to send, any email messages via the YIO domain or otherwise to members of the YIO Panel that are also members of the Panel, and that within five days of the Closing Seller will permanently delete from the YIO panel all members that are also members of the Panel, and an officer of Seller shall so certify in writing to the Buyer.

See §5.5

The Greenfield Online agreement required the buyer after closing to use the transferred assets only in accordance with the seller’s posted privacy policy, unless it lawfully amended that policy.

Prior to the Closing, Seller shall operate the Business in accordance with the privacy policy posted on Seller’s website on the date hereof, and after the Closing, Buyer shall use the Transferred Assets only in accordance with such privacy policy of Seller, provided however, that Buyer retains the right to amend such privacy policy and act in accordance with any such amended policy if and to the extent it implements any such amendment in accordance with all Laws.

See §6.4

The Meta Financial agreement included a representation that, except as scheduled, the companies had complied with privacy laws and their own policies on the collection, use, disclosure, protection and transfer of personal information.

With respect to any Personal Information collected or processed by or on behalf of any Company, except as set forth on Schedule 4.23: (i) such Company and, to the Companies’ knowledge, such Company’s vendors and subcontractors (with respect to work performed on behalf of such Company) at all times have complied in all material respects with all applicable U.S., state and foreign Laws (“Privacy Laws”), standard industry practices and their own published, posted, and internal agreements and policies (which are in material compliance with applicable Privacy Laws) with respect to (A) the collection, use, disclosure, protection and transfer of Personal Information;

See §4.23(a)

The Salem agreement required the seller to cooperate in moving purchased files and content from the seller's servers to servers the buyer selected as soon as reasonably practicable after closing.

Seller will cooperate with Buyer to transfer title to all of Seller’s files and content purchased by Buyer and stored at Closing on Seller’s servers from those servers to servers selected by Buyer as soon as reasonably practicable following the Closing.

See §8.8

The Meta Financial agreement included a representation that the companies used encryption of at least 128-bit strength and had a security plan identifying and controlling risks to personal information.

Without limiting the generality of the foregoing, such Company (i) uses adequate-strength encryption technology of at least 128-bit and (ii) has implemented a comprehensive security plan that (A) identifies internal and external risks to the security of such Company’s confidential information and Personal Information and (B) implements, monitors and improves adequate and effective safeguards to control those risks.

See §4.23

The Salem agreement included a knowledge-qualified representation that there had been no security incident involving third-party processors during the past five years.

To Seller’s knowledge during the past five years there has been no Security Incident involving any Business System operated or controlled by any Third Party Processor or any Business Data under the custody or control of any Third Party Processor.

See §3.15(e)

The Grove seller represented that it had not experienced any incident in which personal information or other sensitive data was or may have been stolen or improperly accessed.

Seller has not experienced any incident in which personal information or other sensitive data was or may have been stolen or improperly accessed, acquired, destroyed, damaged, disclosed, corrupted, or altered, and Seller is not aware of any facts suggesting the likelihood of the foregoing, including without limitation, any breach of security or receipt of any notices or complaints from any Person regarding personal information or other data.

See §3.25

The Grove agreement’s revenue-shortfall appendix defines adjusted revenues as gross revenues of the business, excluding revenue from sales of assets outside the ordinary course and repricing sales to the buyer’s affiliates at arm’s-length amounts.

“Adjusted Revenues” – gross revenues of the Business, adjusted as follows: (a) exclude revenues of the Business from the sale of assets other than in the Ordinary Course of Business; (b) the purchase and sales prices of goods and services sold by the Business to Affiliates of Buyer, shall be adjusted to reflect the amounts that the Target would have received or paid if dealing with an independent party in an arm’s-length commercial transaction.

See Appendix I, ¶1

The Bankrate agreement defines a gross-profit measure as net revenue less bad debt and customer chargebacks and credits, minus traffic acquisition costs.

“Buyer Brand Gross Profit” means (A) the net revenue directly generated by the Buyer Brand Business, less bad debt and customer chargebacks and credits minus the (B) traffic acquisition costs (including media, creative development and technology expenditures) of the net revenue directly generated by the Buyer Brand Business.

See earnout definitions, Buyer Brand Gross Profit

The Bankrate agreement supports access to the identified records and personnel to verify its earnout calculation.

Upon receipt of an Earnout Statement, Seller and its accountants will be given reasonable access upon reasonable notice to Buyer’s relevant books, records, workpapers and personnel during business hours for the purpose of verifying the Earnout Adjusted EBITDA and Reference Adjusted EBITDA and the resulting Earnout Amount.

See §2.6(b)(i)

The Grove agreement supports keeping separate business books during its revenue computation period.

Buyer shall maintain separate accounting books and records for the Business during the Computation Period.

See Appendix I, ¶5 (Procedure)(a)

The Salem agreement's assumed liabilities included fulfilling job listings and subscriptions sold before closing, all set forth on a schedule, including refunds to subscribers who cancel.

The Assumed Liabilities include the liability to fulfill contracts for all job listings and subscriptions to products and services on the Websites sold by Seller prior to the Closing Date, all of which liabilities are set forth on Schedule 1.3(a) (such liabilities, the “Fulfillment Liability”), including the liability to pay refunds to any subscribers who cancel (for whatever reason) their subscriptions to any of the Website’s products and services sold by Seller.

See §1.3(a)

The Internet-services agreement supports an express buyer obligation to serve customers whose deferred revenue the seller already received.

The Buyer shall assume and discharge the obligation to provide Internet Services to the Customers who have paid the Deferred Revenue to Seller.

See Section III.E, Assumption of Liabilities

Barlow & Williams advise that sellers with many prepaid annual subscriptions should be prepared for the buyer to ask for a price reduction for the ongoing liabilities it assumes.

If there are lots of prepaid annual subscriptions, sellers should be prepared for the buyer to ask for a reduction in purchase price to account for the ongoing operating liabilities the buyer is assuming.

See Barlow & Williams, Purchase Price Adjustments (May 17, 2024).

The Grove agreement required the selling parties to reimburse the buyer for customer refund claims on products sold before closing, with the buyer responsible for the first $10,000 in the aggregate.

With respect to sales of Products made prior to Closing, Selling Parties will promptly reimburse Buyer in immediately available funds within ten (10) days of delivery of written notice from Buyer for any claims for refunds by Customers that are authorized by Seller or are in accordance with the agreements with the applicable Customer (even if not authorized by Seller); provided, however, that Buyer shall be responsible for the first $10,000 in the aggregate of those refunds (i.e., Buyer shall not charge Selling Parties for those until the sum of payments and costs exceeds $10,000).

See §6.6

The Odimo agreement left with the seller every liability the buyer did not expressly assume, including liabilities arising from credit card fraud or chargebacks.

Buyer shall not assume or be obligated to pay, perform or otherwise discharge any liability or obligation of Seller, direct or indirect, known or unknown, absolute or contingent, not expressly and specifically assumed by Buyer as an Assumed Liability, including, without limitation, any liabilities related to or arising from credit card fraud or chargebacks (all such liabilities and obligations not being assumed being herein called the "EXCLUDED LIABILITIES").

See §2.4

The Aterian agreement made the seller responsible for returns and chargebacks, during the first year after closing, of products it sold before closing, to the extent they exceed $30,000 in the aggregate.

Seller agrees that if any retailer to whom Seller or any of its Affiliates sold or otherwise transferred product(s) prior to the Closing (and such product(s) would otherwise constitute an Acquired Asset) returns or chargebacks any of such product(s) during the period from and after the Closing and until the date that is the first anniversary of the Closing Date, then Seller shall be responsible for the amount of any such product(s) so returned or charged back that is, in the aggregate, in excess of Thirty Thousand Dollars ($30,000) (the “Excess Returns and Chargebacks”).

See §2.12

Barlow & Williams describe customers on pre-existing annual subscriptions as customers the buyer must serve who generate no revenue until renewal.

From the buyer’s perspective, people on pre-existing annual subscriptions are customers who need to be served but who will generate no revenue until their subscription renews.

See Barlow & Williams, Purchase Price Adjustments (May 17, 2024).

The Jeffs Brands agreement gave the buyer fourteen days after migration to inspect the assets while operating them as close as possible to the seller's operation.

Buyer shall have a period of fourteen (14) days from the Completed Migration to fully inspect the Assets (“Inspection Period”) upon the following terms and conditions: (a) During the Inspection Period, Buyer shall operate the Assets in a manner as close as possible to Seller’s operation and shall not make any material changes, including addition of new expenses, without Seller’s prior written consent.

See Inspection Period, ¶8

The Bankrate agreement required the owner and seller after closing to use best efforts to document and explain the acquired trade secrets, know-how and other intellectual property so the buyer could use it without relying on the owner's special knowledge or memory.

Without limiting the generality of Section 7.7(b), after the Closing, each of Owner and Seller agrees that he or it shall use best efforts to promptly take all such actions as may be requested by Buyer from time to time to cause all trade secrets, know-how and other Intellectual Property included in the Purchased Assets to (i) be sufficiently documented to allow its full and proper use without reliance on the special knowledge or memory of Owner or any other Person and (ii) be sufficiently explained and demonstrated to such Persons as the Buyer may direct to allow its full and proper use without reliance on the special knowledge or memory of Owner or any other Person.

See §7.7(b)

The iGourmet agreement required the seller to give the buyer administrative-level access to the software and application items listed in its disclosure schedules.

Promptly following the execution of this Agreement, Seller shall provide Buyer with administrative level access to the software/application items listed on Section 5.01 of the Disclosure Schedules.

See §5.01

The Mount Snow agreement required the seller and its affiliates to stop using the business domain names, and similar domain names, after a stated date.

ASC shall, and shall cause its Affiliates to, cease and desist the use of the internet domain names “Mountsnow.com” and “Attitash.com” and any other domain names containing the words “Mt. Snow”, “Mount Snow”, “Attitash”, or “Bear Peak” at the close of the 2006/2007 ski season and all times thereafter.

See §9.6(c)

The Greenfield Online agreement required the seller to stop emailing overlapping panel members at closing, permanently delete them from its other panel within five days of closing and have an officer certify that in writing.

Seller agrees that on the Closing Date it will stop sending, and will stop authorizing any other Person to send, any email messages via the YIO domain or otherwise to members of the YIO Panel that are also members of the Panel, and that within five days of the Closing Seller will permanently delete from the YIO panel all members that are also members of the Panel, and an officer of Seller shall so certify in writing to the Buyer.

See §5.5

GitHub states that the repository owner is responsible for ensuring that people who lose access delete confidential information and that a removed collaborator keeps any local clones.

You are responsible for ensuring that people who have lost access to a repository delete any confidential information or intellectual property. While forks of private repositories are deleted when a collaborator is removed, the person will still retain any local clones of your repository.

See Warning; accessed October 3, 2026

AWS states that an IAM role created for access by the management account is not automatically deleted when a member account is removed.

When you remove a member account from the organization, any IAM role that was created to enable access by the organization's management account isn't automatically deleted.

See Considerations; accessed September 29, 2026