# Asset Purchase Reviewer Checklist[^about] Reviewer checks for the asset sale, its optional terms and the conditions that make each safeguard relevant. The checklist reads an asset purchase agreement as a contract under the state law the parties choose, together with the tax-reporting and successor-liability questions the [practice guide](/practice-guides/asset-purchase/us) covers. Optional means the parties may choose the provision. Recommended safeguards under an optional provision apply only if it is selected; they do not recommend selecting it. An unchecked review box is not a deal election. This checklist states drafting expectations, not a guarantee of enforceability. The [Online Business Asset Purchase Agreement](/templates/openagreements-online-business-asset-purchase-agreement) creates a binding agreement before a scheduled Closing and requires express interim-period, condition, delivery and termination mechanics. ## Scope and allocation {#scope-and-allocation} - [ ] **Identify parties** (Recommended) — Match every payment, conveyance and signature obligation to a named party. The agreement SHOULD identify each purchaser and seller by legal name and signing capacity. [^p3-greenfield-joinder] [^p3-meta-lodge-joinder] Entity/individual capacity and additional asset owners remain fact-dependent. [Drafting context](/practice-guides/asset-purchase-structure-and-parties/us#owner-signing-capacity). [#identify-parties] - [ ] **Confirm asset sale scope** (Recommended) — Trace the operative grant to assets; flag stock, membership interests or alternative transaction branches. The agreement SHOULD identify the transaction as a transfer of specified assets rather than a transfer of ownership interests in the seller. [^d1-mellor-owner-shares] [^p2-grove-acquired-assets] Equity or mixed transactions require separately scoped review. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#asset-and-liability-perimeter). [#confirm-asset-sale-scope] - [ ] **Identify purchased assets** (Recommended) — For each asset class, locate the grant and a way to identify its members. The agreement SHOULD identify the purchased assets through a schedule or other objectively ascertainable description. [^ratschko-clear-asset-inclusions-exclusions] [^p2-grove-acquired-schedule] The grant may enumerate assets, convey a bounded business-wide category, or both. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#asset-and-liability-perimeter). [#identify-purchased-assets] - [ ] **Identify excluded assets** (Recommended) — Trace every exclusion against the grant; an express none election is assessable. The agreement SHOULD identify assets retained by the seller and resolve conflicts with the purchased-asset description. [^ratschko-clear-asset-inclusions-exclusions] [^p2-grove-excluded-assets] Cash, receivables, names and shared tools are choices, not automatic exclusions. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#asset-and-liability-perimeter). [#identify-excluded-assets] - [ ] **Identify assumed liabilities** (Recommended) — Match each assumed category to an obligation, period and responsible party. The agreement SHOULD identify the obligations the purchaser expressly assumes. [^hodson-contractual-liability-allocation] [^p2-grove-assumed-liabilities] Categories are limited or broadened deliberately; third-party exposure requires separate review. An asset-sale structure does not by itself rule out successor liability, a theory that has expanded over time. [^p1-kddk-asset-buyer-exceptions] [Drafting context](/practice-guides/asset-purchase-what-transfers/us#asset-and-liability-perimeter). [#identify-assumed-liabilities] - [ ] **Identify retained liabilities** (Recommended) — Read the retained-liability rule together with every assumption and exception. The agreement SHOULD allocate liabilities not expressly assumed to the seller as between the parties. [^hodson-contractual-liability-allocation] [^p2-grove-retained-liabilities] This criterion evaluates the allocation between the contracting parties; third-party exposure requires separate review. A seller's creditors are not parties to the agreement and are not bound by it; a bankruptcy-court or other judicial sale may be an exception. [^d1-hodson-creditors-not-bound] [Drafting context](/practice-guides/asset-purchase-what-transfers/us#asset-and-liability-perimeter). [#identify-retained-liabilities] - [ ] **Set performance cutoff** (Recommended) — Locate date, time and treatment of transactions spanning the cutoff. The agreement SHOULD state the effective cutoff for allocating business receipts, expenses and performance between the parties. [^d2-salem-receivables-cutoff] [^d2-sitestar-prorations] Closing time and economic effective time may differ if expressly reconciled. [Drafting context](/practice-guides/asset-purchase-after-closing/us#customer-obligation-cutoff). [#set-performance-cutoff] ## Digital assets and rights {#digital-assets-and-rights} - [ ] **Establish ip chain of title** (Recommended) — Only if intellectual property is included, review the following safeguard. Otherwise mark it not applicable. Trace material IP to creation or acquisition records and identify missing assignments. The agreement SHOULD require disclosure of the basis on which the seller owns the intellectual property being transferred. [^p4-luna-ip-ownership] [^salem-owned-business-ip] [^bankrate-seller-owned-ip] Qualifiers and remediation for missing records remain negotiable. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#ip-title-and-dependencies). [#establish-ip-chain-of-title] - [ ] **Effect ip transfer** (Recommended) — Only if intellectual property is included, review the following safeguard. Otherwise mark it not applicable. Locate the conveyance and identify any separate instrument needed to complete it. The agreement SHOULD provide an operative transfer mechanism for the included intellectual property. [^d1-greenfield-copyright-assignment] [^p3-grove-ip-assignments] Instrument form and formalities require asset- and jurisdiction-specific review. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#copyright-transfer-formality). [#effect-ip-transfer] - [ ] **Inventory third party licenses** (Recommended) — Only if third-party dependencies exist, review the following safeguard. Otherwise mark it not applicable. Locate license/provider, covered component and restriction information for each material dependency. The agreement SHOULD identify third-party rights needed to use the transferred business assets. [^ip-contracts-ip-title-and-dependencies] [^salem-owned-business-ip] [^bankrate-seller-owned-ip] Open-source, commercial, stock-media and hosted-service dependencies merit separate entries. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#ip-title-and-dependencies). [#inventory-third-party-licenses] - [ ] **Address shared retained ip** (Recommended) — Only if operation depends on retained intellectual property, review the following safeguard. Otherwise mark it not applicable. Locate permitted use, duration and termination terms for the retained dependency. The agreement SHOULD specify the purchaser's post-closing use rights in retained seller intellectual property needed by the business. [^p4-salem-shared-code-license] [^ecotality-interim-domain-use] License, replacement or elimination of the dependency are alternatives. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#ip-title-and-dependencies). [#address-shared-retained-ip] ## Platforms and contracts {#platforms-and-contracts} - [ ] **Identify assigned contracts** (Recommended) — Only if customer or vendor contracts are involved, review the following safeguard. Otherwise mark it not applicable. Match the schedule to customer subscriptions, suppliers and operational services. The agreement SHOULD identify the customer and vendor contracts to be assigned. [^sitestar-vendor-contracts-schedule] [^ecotality-assumed-contracts-definition] [^settles-anti-assignment] The schedule covers relevant amendments and orders and is not presumed to include every business contract. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#asset-and-liability-perimeter). [#identify-assigned-contracts] - [ ] **Track required consents** (Recommended) — Only if customer or vendor contracts are involved or platform accounts are involved, review the following safeguard. Otherwise mark it not applicable. Trace each consent dependency to an owner and evidence of approval or unresolved status. The agreement SHOULD identify required third-party consents and who is responsible for obtaining them. [^p3-luna-consents-rep] [^p3-greenfield-consents-rep] [^p3-luna-seller-best-efforts] Consent effort standard, expense allocation and deadlines are negotiated. [Drafting context](/practice-guides/asset-purchase-closing-and-handover/us#consent-failure). [#track-required-consents] - [ ] **Resolve unavailable transfers** (Recommended) — Only if customer or vendor contracts are involved or platform accounts are involved, review the following safeguard. Otherwise mark it not applicable. Locate a consequence tied to the affected asset or contract, not only a general cooperation promise. The agreement SHOULD specify the consequence if a material transfer or consent remains unavailable at closing. [^p3-salem-pass-through] [^settles-consent-escrow] Delay, exclusion, adjustment, termination or a permitted interim arrangement are alternatives; no default selected. [Drafting context](/practice-guides/asset-purchase-closing-and-handover/us#consent-failure). [#resolve-unavailable-transfers] ## Price and elections {#price-and-elections} - [ ] **State consideration** (Recommended) — Reconcile the stated price with cash, noncash, deferred and contingent components. The agreement SHOULD state the consideration and when and how each component is payable. [^softech-closing-price-holdback] [^ivfh-post-closing-payment] [^ratschko-promissory-note] No financing mix or payment split is presumed. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#escrow-holdback-and-deferred-payment). [#state-consideration] - [ ] **Elect price adjustment** (Optional) — Identify an affirmative election; omission is not a defect for this optional feature. The agreement MAY include a post-closing purchase-price adjustment. [^d2-schwabe-adjustment-purpose] Fixed price and adjustment are legitimate alternatives. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#closing-price-adjustment). [#elect-price-adjustment] - [ ] **Define adjustment calculation** (Recommended) — Only if a price adjustment is elected, review the following safeguard. Otherwise mark it not applicable. Recalculate a worked example using the stated inputs and prevent double counting. The agreement SHOULD define the adjustment formula and accounting conventions. [^d2-schwabe-accounting-principles] [^p5-luna-net-working-capital] Working capital, inventory, cash or debt measures are not universal requirements. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#closing-price-adjustment). [#define-adjustment-calculation] - [ ] **Resolve adjustment disputes** (Recommended) — Only if a price adjustment is elected, review the following safeguard. Otherwise mark it not applicable. Locate delivery deadline, access to records, objection process and decision endpoint. The agreement SHOULD specify how adjustment statements are reviewed and disputed. [^barlow-specific-procedures] [^barlow-review-period] Expert determination and litigation/arbitration routes require deliberate coordination. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#closing-price-adjustment). [#resolve-adjustment-disputes] - [ ] **Earnout** (Optional) — Identify the contingent-price election; absence is not a failure. The agreement MAY make part of the price contingent on post-closing performance. [^d2-pm-schwabe-earnout] No earnout amount, period or metric is preselected. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#price-mechanisms). [#elect-earnout] - [ ] **Define earnout measure** (Recommended) — Only if an earnout is elected, review the following safeguard. Otherwise mark it not applicable. Compute a synthetic period from the definition, including inclusions and exclusions. The agreement SHOULD define the earnout metric, measurement period and calculation method. [^d2-dwt-define-accounting] Caps, floors and acceleration are choices. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#price-mechanisms). [#define-earnout-measure] - [ ] **Define earnout operating covenant** (Recommended) — Only if an earnout is elected, review the following safeguard. Otherwise mark it not applicable. Locate express commitments or an express no-commitment position and evaluate metric interaction. The agreement SHOULD state the operating commitments, if any, that apply during the earnout period. [^dwt-earnout-ordinary-course] This criterion does not call for an express duty to maximize the earnout. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#price-mechanisms). [#define-earnout-operating-covenant] - [ ] **Provide earnout review** (Recommended) — Only if an earnout is elected, review the following safeguard. Otherwise mark it not applicable. Locate reporting, supporting-record access, objection deadline and resolution mechanism. The agreement SHOULD specify the seller's process for reviewing and disputing earnout calculations. [^d2-dwt-four-areas] [^earnout-review-price-mechanisms] Access, confidentiality and independent review are tailored to the deal. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#price-mechanisms). [#provide-earnout-review] - [ ] **Elect escrow or holdback** (Optional) — Identify whether either mechanism is elected; absence is not a failure. The agreement MAY reserve part of the price in escrow or as a holdback. [^d2-dbl-escrow-defined] [^softech-closing-price-holdback] Escrow and buyer-held amounts have different custody risks. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#escrow-holdback-and-deferred-payment). [#elect-escrow-or-holdback] - [ ] **Define reserve release** (Recommended) — Only if a purchase-price escrow or holdback is elected, review the following safeguard. Otherwise mark it not applicable. Trace an undisputed release and a disputed claim through the mechanism. The agreement SHOULD define the amount reserved and the conditions and timing for its release. [^d2-schwabe-holdback-amount] [^schwabe-holdback-survival] [^dbl-graduated-release] Custodian, interest, fees and permitted deductions remain negotiated. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#escrow-holdback-and-deferred-payment). [#define-reserve-release] ## Representations and interim conduct {#representations-and-interim-conduct} - [ ] **Allocate transfer taxes** (Recommended) — Identify the taxpayer-cost allocation and any contractual reimbursement duty. The agreement SHOULD specify which party bears transaction taxes. [^d2-greenfield-transfer-taxes] [^grove-transfer-taxes-shared] Jurisdiction and tax treatment need transaction-specific review; no default chosen. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#purchase-price-allocation). [#allocate-transfer-taxes] - [ ] **Coordinate price allocation reporting** (Recommended) — Identify the allocation preparation, review, timing and disagreement process. The agreement SHOULD specify a process for coordinating purchase-price allocation reporting. [^d2-sitestar-consistent-reporting] [^p5-amerbrew-allocation-schedule] Jurisdiction and tax treatment need transaction-specific review; no default chosen. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#purchase-price-allocation). [#coordinate-price-allocation-reporting] - [ ] **Represent authority** (Recommended) — Check party capacity and approvals against the promised obligations. The agreement SHOULD include each party's statement of authority to enter and perform the transaction. [^igourmet-seller-authority] [^bankrate-owner-authority] Scope differs for entities and individuals. [Drafting context](/practice-guides/asset-purchase-structure-and-parties/us#owner-signing-capacity). [#represent-authority] - [ ] **Represent title and liens** (Recommended) — Locate title statement, disclosed encumbrances and any release commitments. The agreement SHOULD state the seller's ownership and lien position for the purchased assets. [^d1-salem-good-title] [^salinas-payoff-condition] Permitted encumbrances and lien-release conditions are negotiated. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#liens-and-title). [#represent-title-and-liens] - [ ] **Disclose material business disputes** (Recommended) — Locate dispute scope and disclosure record; distinguish actual knowledge from absolute assurance. The agreement SHOULD require disclosure of material pending or threatened disputes affecting the transferred business. [^salem-business-litigation-rep] [^greenfield-litigation-rep] Knowledge, materiality and lookback are choices. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#schedules). [#disclose-material-business-disputes] - [ ] **Coordinate disclosure schedules** (Recommended) — Trace each exception to the representation it qualifies. The agreement SHOULD link exceptions to representations to identifiable disclosure-schedule entries. [^conway-lists-exceptions] [^meyers-scheduled-exception] [^p2-luna-consent-schedule] If cross-disclosure is used, its effect is stated. [Drafting context](/practice-guides/asset-purchase-what-transfers/us#schedules). [#coordinate-disclosure-schedules] - [ ] **Preserve business before closing** (Recommended) — Only if signing precedes closing, review the following safeguard. Otherwise mark it not applicable. Locate commitments addressing material changes to the business being acquired. The agreement SHOULD specify the seller's operating commitments between signing and closing. [^p3-greenfield-conduct] [^p3-bankrate-conduct] Ordinary-course standard, exceptions and purchaser-consent process require negotiation. [Drafting context](/practice-guides/asset-purchase-signing-to-closing/us#between-signing-and-closing). [#preserve-business-before-closing] ## Closing and transition {#closing-and-transition} - [ ] **Define closing mechanics** (Recommended) — Trace payment and conveyance sequencing to a defined closing event. The agreement SHOULD state the closing process and the event at which the parties exchange performance. [^p3-grove-simultaneous] [^p3-luna-closing-payments] Simultaneous exchange, escrow closing and transfers in stages are alternatives. [Drafting context](/practice-guides/asset-purchase-closing-and-handover/us#closing-exchange). [#define-closing-mechanics] - [ ] **Specify closing conditions** (Recommended) — Only if signing precedes closing, review the following safeguard. Otherwise mark it not applicable. Match each condition to the entitled party, satisfaction evidence and waiver process. The agreement SHOULD identify the conditions to each party's obligation to close. [^p3-greenfield-deliveries-condition] [^consents-closing-exchange] Financing, material adverse change and diligence conditions are not automatic. [Drafting context](/practice-guides/asset-purchase-closing-and-handover/us#closing-exchange). [#specify-closing-conditions] - [ ] **Complete closing deliverables** (Recommended) — Reconcile the deliverable list with transfer instruments, approvals, releases and payment documents actually required by the deal. The agreement SHOULD identify each closing deliverable and the party responsible for providing it. [^p3-luna-bill-of-sale] [^p3-grove-ip-domain] [^p3-chefs-flow-of-funds] A deliverable is conditional on the corresponding asset, liability or election. [Drafting context](/practice-guides/asset-purchase-closing-and-handover/us#closing-exchange). [#complete-closing-deliverables] - [ ] **Elect transition support** (Optional) — Identify the election; no support obligation is inferred from silence. The agreement MAY require the seller to provide post-closing transition services. [^venn-transition-term] No fixed hours, term or fee is presumed. [Drafting context](/practice-guides/asset-purchase-after-closing/us#transition-and-completion). [#elect-transition-support] - [ ] **Define transition service scope** (Recommended) — Only if transition support is elected, review the following safeguard. Otherwise mark it not applicable. Locate deliverables, service boundaries, end date and payment rule. The agreement SHOULD specify the tasks, duration and compensation for transition services. [^d3-venn-structure] [^venn-transition-pay] Named personnel appear only where agreed and available. [Drafting context](/practice-guides/asset-purchase-after-closing/us#transition-and-completion). [#define-transition-service-scope] - [ ] **Provide further assurances** (Recommended) — Locate limits, expense responsibility and an endpoint or objective completion standard. The agreement SHOULD specify reasonable post-closing cooperation to complete agreed transfers. [^d3-bankrate-further-assurances] [^p3-grove-further-assurances] This does not substitute for required third-party permission. [Drafting context](/practice-guides/asset-purchase-after-closing/us#transition-and-completion). [#provide-further-assurances] ## Remedies and general terms {#remedies-and-general-terms} - [ ] **Define preclosing termination** (Recommended) — Only if signing precedes closing, review the following safeguard. Otherwise mark it not applicable. Trace outside date, breach and failed-condition scenarios to an eligible party and consequence. The agreement SHOULD identify termination rights and their consequences before closing. [^p3-luna-outside-date] [^d3-bankrate-effect-of-termination] [^p5-ecotality-termination-grounds] Cure periods, deposits and surviving duties are choices. [Drafting context](/practice-guides/asset-purchase-signing-to-closing/us#between-signing-and-closing). [#define-preclosing-termination] - [ ] **Elect indemnification** (Optional) — Identify election and covered subjects; absence is not a failure of this optional mechanism. The agreement MAY provide contractual indemnification for identified losses. [^d2-crosier-leverage] [^luna-indemnity-basket] Other contractual remedies require separate review; no universal indemnity is prescribed. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#elect-indemnification] - [ ] **Define indemnity allocation** (Recommended) — Only if indemnification is elected, review the following safeguard. Otherwise mark it not applicable. Trace breach, assumed-liability and retained-liability examples to the correct indemnitor. The agreement SHOULD identify the indemnifying party, protected party and covered claim categories. [^jeffs-indemnity-pre-migration] [^p3-greenfield-shareholder-indemnity] Covered categories and exclusions remain negotiated. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#define-indemnity-allocation] - [ ] **Define indemnity claims process** (Recommended) — Only if indemnification is elected, review the following safeguard. Otherwise mark it not applicable. Locate notice, defense control, settlement consent and payment mechanics. The agreement SHOULD specify the procedure for direct and third-party indemnity claims. [^d3-luna-claim-response] [^salem-third-party-claim-notice] The effect of late notice is defined rather than assumed to be automatic forfeiture. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#define-indemnity-claims-process] - [ ] **Address claim survival** (Recommended) — Trace a timely and a late claim separately for each claim category. The agreement SHOULD state any agreed survival periods or contractual claim deadlines. [^luna-micron-representation-survival] [^igourmet-apa-representation-survival] An express choice to impose no contractual deadline is assessable; counsel reviews legal limits. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#address-claim-survival] - [ ] **Address liability caps** (Recommended) — Apply a claim above the stated cap and identify category-specific exceptions. The agreement SHOULD state whether contractual recovery is capped and identify any selected cap. [^crosier-small-deal-cap] [^luna-indemnity-cap] [^igourmet-apa-indemnity-cap] No monetary limit, percentage or uncapped category is preselected. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#address-liability-caps] - [ ] **Address indemnity thresholds** (Recommended) — Only if indemnification is elected, review the following safeguard. Otherwise mark it not applicable. Distinguish deductible and tipping mechanics using a synthetic claim. The agreement SHOULD state whether indemnity recovery is subject to a threshold and how any selected threshold operates. [^d2-warf-tipping-defined] [^d2-warf-deductible-defined] [^igourmet-apa-indemnity-deductible] No basket or de minimis amount is prescribed. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#address-indemnity-thresholds] - [ ] **Address remedy exclusivity** (Recommended) — Trace a contractual breach to the remedies preserved or excluded. The agreement SHOULD state whether an agreed remedy is exclusive and identify any exceptions. [^grove-exclusive-indemnity-remedy] [^salem-exclusive-remedy-fraud-exception] Specific performance and equitable relief remain separate review questions. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#address-remedy-exclusivity] - [ ] **Address fraud treatment** (Recommended) — Identify relevant actors, statements and limitation exceptions without assuming enforceability. The agreement SHOULD state the intended treatment of fraud in the agreed remedy limitations. [^salem-exclusive-remedy-fraud-exception] [^igourmet-apa-indemnity-cap] Counsel must assess the definition and enforceability under applicable law; no legal safe harbor is asserted. [Drafting context](/practice-guides/asset-purchase-after-closing/us#remedy-allocation). [#address-fraud-treatment] - [ ] **Address setoff** (Recommended) — Only if price payments are deferred or an earnout is elected, review the following safeguard. Otherwise mark it not applicable. Trace a disputed claim against an installment or earnout payment. The agreement SHOULD state whether claims may be set off against unpaid consideration. [^d2-grove-setoff] [^d2-salem-setoff] [^dbl-setoff-weaker] Consent, claim determination and dispute-reserve rules are choices. [Drafting context](/practice-guides/asset-purchase-price-and-payment/us#escrow-holdback-and-deferred-payment). [#address-setoff] - [ ] **Elect restrictive covenants** (Optional) — Identify election without treating covenant presence as evidence of enforceability. The agreement MAY include a separately reviewed sale-related restrictive covenant. [^d3-luna-nonsolicitation] Scope, duration, territory and permitted activities require jurisdiction-specific analysis; no employment rule is imported. [Drafting context](/practice-guides/asset-purchase-after-closing/us#seller-covenants). [#elect-restrictive-covenants] - [ ] **Protect transaction confidentiality** (Recommended) — Locate permitted disclosures and survival treatment or identify a controlling separate agreement. The agreement SHOULD allocate confidentiality and permitted announcement responsibilities for transaction information. [^p5-igourmet-announcements] [^p5-igourmet-confidentiality-terms] [^p5-luna-announcement-consult] Disclosures to advisers, providers and customers are coordinated. [Drafting context](/practice-guides/asset-purchase-signing-to-closing/us#general-terms). [#protect-transaction-confidentiality] - [ ] **Select governing law** (Recommended) — Locate a definite governing-law selection. The agreement SHOULD identify the chosen governing law. [^p5-igourmet-law-and-forum] [^greenfield-delaware-governing-law] Counsel reviews conflicts and mandatory rules separately. [Drafting context](/practice-guides/asset-purchase-signing-to-closing/us#general-terms). [#select-governing-law] - [ ] **Select dispute process** (Recommended) — Reconcile general disputes with adjustment, earnout and urgent-relief mechanisms. The agreement SHOULD specify the process and forum for resolving contractual disputes. [^p5-igourmet-law-and-forum] [^p5-sitestar-arbitration] Court and arbitration are alternatives, not a ranked default. [Drafting context](/practice-guides/asset-purchase-signing-to-closing/us#general-terms). [#select-dispute-process] - [ ] **Define notices** (Recommended) — Test a claim or termination notice against recipient, method and receipt rule. The agreement SHOULD specify how contractual notices are delivered and when they become effective. [^p5-luna-notices] [^salem-notice-deemed-given] Business email and formal notice addresses may differ. [Drafting context](/practice-guides/asset-purchase-signing-to-closing/us#general-terms). [#define-notices] - [ ] **Resolve document priority** (Recommended) — Trace an inconsistency to a stated controlling instrument or resolution rule. The agreement SHOULD resolve priority among the agreement, schedules and ancillary transaction documents. [^d3-sitestar-agreement-controls] [^p5-igourmet-conflicts] Entire-agreement and amendment provisions fit the actual document package. [Drafting context](/practice-guides/selling-an-app-business/us#marketplace-process). [#resolve-document-priority] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last updated 2026-09-16. License: CC BY 4.0. Steven Obiajulu, J.D. edits this reviewer checklist for General asset-sale core coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. Source excerpts and linked materials belong to their owners. CC BY 4.0. Cite as Steven Obiajulu, *Asset Purchase Reviewer Checklist*, OpenAgreements (last updated September 16, 2026), https://openagreements.org/checklists/asset-purchase/us. [^p3-greenfield-joinder]: **Greenfield Online–Dohring asset purchase agreement (2004), parties** — "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’)." *Preamble* [^p3-meta-lodge-joinder]: **Meta Financial–Fort Knox asset purchase agreement (2015), individual joinder** — "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." *§10.9* [^d1-mellor-owner-shares]: **Asset purchase vs. stock purchase, owner shares (The Mellor Law Firm)** — "In a stock purchase, you buy the owner’s shares in the corporation or LLC." *Mark Mellor, Asset Purchase vs. Stock Purchase: What California Business Buyers Need to Know, The Mellor Law Firm, APLC (May 14, 2026).* [^p2-grove-acquired-assets]: **Grove–VitaMedica asset purchase agreement (2021), acquired assets** — "The term ‘Acquired Assets’ means all assets of the Seller, other than the Excluded Assets." *§2.1(a)* [^ratschko-clear-asset-inclusions-exclusions]: **Imke Ratschko: The Basics of an Asset Purchase Agreement (Ratschko PLLC)** — "So I recommend that the description makes it very clear which assets are included, and which are excluded." *Imke Ratschko, The Basics of an Asset Purchase Agreement, Ratschko PLLC (July 25, 2022; updated July 28, 2022).* [^p2-grove-acquired-schedule]: **Grove–VitaMedica asset purchase agreement (2021), acquired-assets schedule** — "The Acquired Assets include, without limitation, those set forth on Schedule 2.1(a) hereto." *§2.1(a)* [^p2-grove-excluded-assets]: **Grove–VitaMedica asset purchase agreement (2021), excluded assets** — "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." *§2.1(b)* [^hodson-contractual-liability-allocation]: **Samuel D. Hodson: Successor Liability Risks in Asset Purchase Agreements (Taft)** — "The asset purchase agreement assigns responsibility between the parties for the seller’s obligations." *Samuel D. Hodson, Successor Liability Risks in Asset Purchase Agreements, Taft Law Bulletins (June 26, 2020).* [^p2-grove-assumed-liabilities]: **Grove–VitaMedica asset purchase agreement (2021), assumed liabilities** — "‘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." *§2.2(a)* [^p1-kddk-asset-buyer-exceptions]: **Successor liability in the purchase of a business, part 1 (Kahn, Dees, Donovan & Kahn), exceptions** — "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." *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).* [^p2-grove-retained-liabilities]: **Grove–VitaMedica asset purchase agreement (2021), retained liabilities** — "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’)." *§2.2(b)(i)* [^d1-hodson-creditors-not-bound]: **Samuel D. Hodson: creditors are not bound by the asset purchase agreement (Taft)** — "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.)" *Samuel D. Hodson, Successor Liability Risks in Asset Purchase Agreements, Taft Law Bulletins (June 26, 2020).* [^d2-salem-receivables-cutoff]: **Salem Web Network–Gloo asset purchase agreement (2023), accounts receivable cutoff** — "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." *§8.4* [^d2-sitestar-prorations]: **OW Holdings–Sitestar asset purchase agreement (2007), prorations** — "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." *§4.4; agreement dated Feb. 28, 2007* [^p4-luna-ip-ownership]: **Luna–Micron asset purchase agreement (2018), IP ownership** — "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)." *§3.25(c)* [^salem-owned-business-ip]: **Salem asset purchase agreement (2023), owned and licensed intellectual property** — "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." *§3.14(c)* [^bankrate-seller-owned-ip]: **Bankrate asset purchase agreement (2016), owned and licensed intellectual property** — "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)." *§4.10(b)* [^d1-greenfield-copyright-assignment]: **Greenfield–Dohring asset purchase agreement (2004), copyright assignment at closing** — "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." *§2.5* [^p3-grove-ip-assignments]: **Grove–VitaMedica asset purchase agreement (2021), closing documents** — "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;" *§2.5(a)* [^ip-contracts-ip-title-and-dependencies]: **Luna–Micron asset purchase agreement (2018)** — "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." *§3.25(b)* [^p4-salem-shared-code-license]: **Salem asset purchase agreement (2023), license to shared code** — "Buyer shall have the royalty-free, perpetual, noncancellable worldwide license to use the Shared Code with respect to the Websites and the Business." *§8.9* [^ecotality-interim-domain-use]: **ECOtality–Blink Acquisition asset purchase agreement (2013), interim use of retained name and domain** — "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." *Schedule 1.01(b), item 3* [^sitestar-vendor-contracts-schedule]: **OW Holdings–Sitestar asset purchase agreement (2007), vendor contracts** — "Schedule 5.16(a) is complete list of all telecommunications circuit and service contracts to be assumed or executed by Buyer." *§5.14(a)* [^ecotality-assumed-contracts-definition]: **ECOtality–Blink Acquisition asset purchase agreement (2013), assumed contracts** — "‘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." *Article I, “Assumed Contracts”* [^settles-anti-assignment]: **Jennifer M. Settles: Third-party consents** — "These ‘anti-assignment clauses’ trigger the need for a third-party consent before the Buyer can assume the contract." *Jennifer M. Settles, Third-Party Consents, Law Office of Jennifer M. Settles (Apr. 25, 2025).* [^p3-luna-consents-rep]: **Luna–Micron asset purchase agreement (2018), consents representation** — "(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." *§3.2(c)* [^p3-greenfield-consents-rep]: **Greenfield Online–Dohring asset purchase agreement (2004), required consents** — "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." *§3.10* [^p3-luna-seller-best-efforts]: **Luna–Micron asset purchase agreement (2018), required approvals** — "Seller shall use Best Efforts to obtain all Material Consents." *§5.4* [^p3-salem-pass-through]: **Salem Web Network–Gloo asset purchase agreement (2023), contracts awaiting consent** — "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." *§7.6* [^settles-consent-escrow]: **Jennifer M. Settles: Third-party consents, consent escrow** — "One approach can involve the escrow of a portion of the purchase proceeds at closing, pending receipt of the necessary consents." *Jennifer M. Settles, Third-Party Consents, Law Office of Jennifer M. Settles (Apr. 25, 2025).* [^softech-closing-price-holdback]: **Mentor Graphics–SofTech asset purchase agreement (2013), holdback** — "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’)." *§1.4.2; agreement dated Aug. 30, 2013* [^ivfh-post-closing-payment]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), post-closing payment** — "(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." *§1.04(b)(ii); agreement dated Aug. 30, 2024* [^ratschko-promissory-note]: **Imke Ratschko: The Basics of an Asset Purchase Agreement, installments** — "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." *Imke Ratschko, The Basics of an Asset Purchase Agreement, Ratschko PLLC (July 25, 2022; updated July 28, 2022).* [^d2-schwabe-adjustment-purpose]: **Schwabe, Williamson & Wyatt: Getting the purchase price right, purpose of adjustments** — "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." *Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).* [^d2-schwabe-accounting-principles]: **Schwabe, Williamson & Wyatt: Getting the purchase price right, accounting principles** — "In drafting the post-closing adjustment provisions, the parties should specify what accounting principles will apply." *Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).* [^p5-luna-net-working-capital]: **Luna–Micron asset purchase agreement (2018), net working capital** — "‘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." *§1.1, definition of Net Working Capital* [^barlow-specific-procedures]: **Barlow & Williams: Purchase price adjustments, procedures** — "To mitigate this risk, the parties should be as specific as possible in detailing the procedures to determine any purchase price adjustment." *Barlow & Williams, Purchase Price Adjustments (May 17, 2024).* [^barlow-review-period]: **Barlow & Williams: Purchase price adjustments, review period** — "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." *Barlow & Williams, Purchase Price Adjustments (May 17, 2024).* [^d2-pm-schwabe-earnout]: **Schwabe, Williamson & Wyatt: Getting the purchase price right, earn-outs** — "Earn-outs provide for upward adjustment based on positive performance by the company post-closing." *Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).* [^d2-dwt-define-accounting]: **Andrew J. Schultheis and Dylan Lowe: Earnouts (Davis Wright Tremaine), accounting definitions** — "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." *Andrew J. Schultheis and Dylan Lowe, Earnouts in Mergers and Acquisitions Deals, Davis Wright Tremaine (June 2026).* [^dwt-earnout-ordinary-course]: **Andrew J. Schultheis and Dylan Lowe: Earnouts (Davis Wright Tremaine), 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." *Andrew J. Schultheis and Dylan Lowe, Earnouts in Mergers and Acquisitions Deals, Davis Wright Tremaine (June 2026).* [^d2-dwt-four-areas]: **Andrew J. Schultheis and Dylan Lowe: Earnouts (Davis Wright Tremaine), four areas** — "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." *Andrew J. Schultheis and Dylan Lowe, Earnouts in Mergers and Acquisitions Deals, Davis Wright Tremaine (June 2026).* [^earnout-review-price-mechanisms]: **Bankrate asset purchase agreement (2016)** — "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." *§2.6(b)(i)* [^d2-dbl-escrow-defined]: **Wright Lewis: Earnouts, escrows and holdbacks (Dunlap Bennett & Ludwig), escrow defined** — "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." *Wright Lewis, Earnouts, Escrows, and Holdbacks, Dunlap Bennett & Ludwig (May 23, 2024).* [^d2-schwabe-holdback-amount]: **Schwabe, Williamson & Wyatt: Getting the purchase price right, holdback amount** — "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." *Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).* [^schwabe-holdback-survival]: **Schwabe, Williamson & Wyatt: Getting the purchase price right** — "The length of the holdback period will depend largely on the length of the survival periods for the indemnity claims." *Schwabe, Williamson & Wyatt, Getting the Purchase Price Right: Earn-outs, Escrows, and Post-Closing Adjustments in M&A Transactions (Nov. 22, 2016).* [^dbl-graduated-release]: **Wright Lewis: Earnouts, escrows and holdbacks (Dunlap Bennett & Ludwig), release in installments** — "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." *Wright Lewis, Earnouts, Escrows, and Holdbacks, Dunlap Bennett & Ludwig (May 23, 2024).* [^d2-greenfield-transfer-taxes]: **Greenfield Online–Dohring asset purchase agreement (2004), transfer taxes** — "(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." *§5.3(a)* [^grove-transfer-taxes-shared]: **Grove–VitaMedica asset purchase agreement (2021), transfer taxes** — "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%)." *§8.7* [^d2-sitestar-consistent-reporting]: **OW Holdings–Sitestar asset purchase agreement (2007), consistent tax reporting** — "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." *§4.3(d); agreement dated Feb. 28, 2007* [^p5-amerbrew-allocation-schedule]: **AMBREW–American Brewing asset purchase agreement (2015), allocation schedule** — "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." *§2.07; agreement dated Sept. 30, 2015* [^igourmet-seller-authority]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), seller authority** — "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." *§3.01* [^bankrate-owner-authority]: **Bankrate asset purchase agreement (2016), owner authority** — "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." *§3.1* [^d1-salem-good-title]: **Salem asset purchase agreement (2023), title to sale assets** — "Seller has good, valid and marketable title to all of the Sale Assets, free and clear of any Liens except for Permitted Liens." *§3.5(a)* [^salinas-payoff-condition]: **Margaret M. Salinas: Five issues to address when acquiring a business, lien payoff** — "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." *Margaret M. Salinas, Five Issues to Address When Acquiring a Business, Chuhak & Tecson (Apr. 18, 2024).* [^salem-business-litigation-rep]: **Salem asset purchase agreement (2023), litigation representation** — "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." *§3.8* [^greenfield-litigation-rep]: **Greenfield Online–Dohring asset purchase agreement (2004), litigation representation** — "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." *§3.8* [^conway-lists-exceptions]: **Tyler Conway and Tracy Belton: Tips on drafting and negotiating disclosure schedules (Arnold & Porter)** — "There are two categories of information presented in disclosure schedules: lists and exceptions." *Tyler Conway and Tracy Belton, Tips on Drafting and Negotiating Disclosure Schedules, Arnold & Porter (Dec. 4, 2015).* [^meyers-scheduled-exception]: **Conor Meyers: Representations and warranties in a business sale, scheduled exceptions** — "A representation is made except as disclosed, so an exception properly scheduled is not a breach at all." *Conor Meyers, Reps and Warranties in a Business Sale, Clark Meyers (Aug. 21, 2026).* [^p2-luna-consent-schedule]: **Luna–Micron asset purchase agreement (2018), consents schedule** — "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." *§3.2(c)* [^p3-greenfield-conduct]: **Greenfield Online–Dohring asset purchase agreement (2004), conduct of the business** — "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." *§5.1* [^p3-bankrate-conduct]: **Bankrate–NextAdvisor asset purchase agreement (2016), conduct before closing** — "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." *§6.1* [^p3-grove-simultaneous]: **Grove–VitaMedica asset purchase agreement (2021), simultaneous closing** — "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." *§2.3* [^p3-luna-closing-payments]: **Luna–Micron asset purchase agreement (2018), closing payments** — "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;" *§2.7(a)–(b)* [^p3-greenfield-deliveries-condition]: **Greenfield Online–Dohring asset purchase agreement (2004), buyer closing conditions** — "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;" *§7.1(a)–(b)* [^consents-closing-exchange]: **Luna–Micron asset purchase agreement (2018)** — "Each of the Material Consents shall have been obtained and shall be in full force and effect." *§7.3* [^p3-luna-bill-of-sale]: **Luna–Micron asset purchase agreement (2018), seller closing deliveries** — "(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;" *§2.7(c)(i)–(ii)* [^p3-grove-ip-domain]: **Grove–VitaMedica asset purchase agreement (2021), IP and domain assignments** — "(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;" *§2.5(a)(ii)–(vii)* [^p3-chefs-flow-of-funds]: **Chefs' Warehouse–Allen Brothers asset purchase agreement (2013), closing deliverables** — "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;" *§1.9(a)(i)–(ii)* [^venn-transition-term]: **Venn Law Group: Transition and consulting agreements** — "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." *Venn Law Group, Transition Consulting Agreements (Nov. 27, 2024).* [^d3-venn-structure]: **Venn Law Group: Transition and consulting agreements, structure** — "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." *Venn Law Group, Transition Consulting Agreements (Nov. 27, 2024).* [^venn-transition-pay]: **Venn Law Group: Transition and consulting agreements, compensation** — "In exchange for their time and expertise, the seller is usually compensated on an hourly or fixed monthly basis." *Venn Law Group, Transition Consulting Agreements (Nov. 27, 2024).* [^d3-bankrate-further-assurances]: **Bankrate asset purchase agreement (2016), further assurances** — "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." *§7.7(a)* [^p3-grove-further-assurances]: **Grove–VitaMedica asset purchase agreement (2021), further assurances** — "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." *§2.6* [^p3-luna-outside-date]: **Luna–Micron asset purchase agreement (2018), outside date** — "(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" *§9.1(c)–(d)* [^d3-bankrate-effect-of-termination]: **Bankrate asset purchase agreement (2016), effect of termination** — "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." *§9.2* [^p5-ecotality-termination-grounds]: **ECOtality–Blink Acquisition asset purchase agreement (2013), termination grounds** — "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." *§9.01; agreement dated Oct. 10, 2013* [^d2-crosier-leverage]: **Robbie Crosier: The indemnification clause in business acquisitions (Peters Kussmaul Crosier), negotiation** — "The final indemnification clause is a product of negotiation, reflecting the relative leverage of each party." *Robbie Crosier, Explanation of the Indemnification Clause in Business Acquisitions, Peters Kussmaul Crosier (June 23, 2025).* [^luna-indemnity-basket]: **Luna–Micron asset purchase agreement (2018), basket** — "(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." *§11.4(a)* [^jeffs-indemnity-pre-migration]: **Smart Repair Pro–Beard Revive purchase agreement (2021; filed by Jeffs Brands in 2022), indemnification** — "(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." *¶19(a)–(c)* [^p3-greenfield-shareholder-indemnity]: **Greenfield Online–Dohring asset purchase agreement (2004), shareholder indemnity** — "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." *§9.7* [^d3-luna-claim-response]: **Luna–Micron asset purchase agreement (2018), response to a direct claim** — "The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim." *§11.5* [^salem-third-party-claim-notice]: **Salem asset purchase agreement (2023), third-party claims** — "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." *§9.6* [^luna-micron-representation-survival]: **Luna–Micron asset purchase agreement (2018), survival** — "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." *§11.1* [^igourmet-apa-representation-survival]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), survival** — "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." *§6.01; agreement dated Aug. 30, 2024* [^crosier-small-deal-cap]: **Robbie Crosier: The indemnification clause in business acquisitions (Peters Kussmaul Crosier)** — "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." *Robbie Crosier, Explanation of the Indemnification Clause in Business Acquisitions, Peters Kussmaul Crosier (June 23, 2025).* [^luna-indemnity-cap]: **Luna–Micron asset purchase agreement (2018), cap** — "The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 11.2(a) shall not exceed the Escrow Amount." *§11.4(a)* [^igourmet-apa-indemnity-cap]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), cap** — "(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." *§7.03(b); agreement dated Aug. 30, 2024* [^d2-warf-tipping-defined]: **Laura Warf: Purchase agreement indemnification provisions (Davis Wright Tremaine), tipping basket** — "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." *Laura Warf, Purchase Agreement Indemnification Provisions, Davis Wright Tremaine Family Business Resource Center (Apr. 2021).* [^d2-warf-deductible-defined]: **Laura Warf: Purchase agreement indemnification provisions (Davis Wright Tremaine), deductible basket** — "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." *Laura Warf, Purchase Agreement Indemnification Provisions, Davis Wright Tremaine Family Business Resource Center (Apr. 2021).* [^igourmet-apa-indemnity-deductible]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), deductible** — "(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." *§7.03(a); agreement dated Aug. 30, 2024* [^grove-exclusive-indemnity-remedy]: **Grove–VitaMedica asset purchase agreement (2021), exclusive remedy** — "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." *§7.8* [^salem-exclusive-remedy-fraud-exception]: **Salem asset purchase agreement (2023), exclusive remedy except 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." *§9.2* [^d2-grove-setoff]: **Grove–VitaMedica asset purchase agreement (2021), setoff against 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." *§7.7* [^d2-salem-setoff]: **Salem Web Network–Gloo asset purchase agreement (2023), setoff** — "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." *§9.7* [^dbl-setoff-weaker]: **Wright Lewis: Earnouts, escrows and holdbacks (Dunlap Bennett & Ludwig), limits of setoff** — "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." *Wright Lewis, Earnouts, Escrows, and Holdbacks, Dunlap Bennett & Ludwig (May 23, 2024).* [^d3-luna-nonsolicitation]: **Luna–Micron asset purchase agreement (2018), nonsolicitation** — "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." *§10.8(b)* [^p5-igourmet-announcements]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), public announcements** — "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." *§5.04; agreement dated Aug. 30, 2024* [^p5-igourmet-confidentiality-terms]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), confidentiality 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." *§5.03; agreement dated Aug. 30, 2024* [^p5-luna-announcement-consult]: **Luna–Micron asset purchase agreement (2018), public announcements** — "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." *§13.2* [^p5-igourmet-law-and-forum]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), governing law and jurisdiction** — "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." *§10.08(a); agreement dated Aug. 30, 2024* [^greenfield-delaware-governing-law]: **Greenfield Online–Dohring asset purchase agreement (2004), governing law** — "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." *§11.5* [^p5-sitestar-arbitration]: **OW Holdings–Sitestar asset purchase agreement (2007), 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." *§11.11; agreement dated Feb. 28, 2007* [^p5-luna-notices]: **Luna–Micron asset purchase agreement (2018), notices** — "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):" *§13.3* [^salem-notice-deemed-given]: **Salem asset purchase agreement (2023), notices** — "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." *§11.2* [^d3-sitestar-agreement-controls]: **OW Holdings–Sitestar asset purchase agreement (2007), conflicts** — "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." *§11.7; agreement dated Feb. 28, 2007* [^p5-igourmet-conflicts]: **Innovative Gourmet–iGourmet asset purchase agreement (2024), inconsistency between documents** — "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." *§10.05; agreement dated Aug. 30, 2024*