# Small-Business Asset Purchase Agreements: Closing and Handover[^about]
What must be ready at signing and at closing, what happens when a contract or account cannot be transferred, keeping the seller's employees, and how the buyer confirms it has received every asset.
## What must be ready at signing and at closing? {#closing-exchange}
**Short answer.** What must be ready depends partly on the timetable, because a sign-then-close arrangement lets the parties lock in the price and representations at signing and then have time to secure third-party consents and approvals. [^waylaw-closing-exchange-consents] The agreement can make those items conditions to closing, as one filed asset purchase agreement did for its material consents. [^consents-closing-exchange]
In one filed agreement, the closing took place simultaneously with the execution and delivery of the agreement, so the deliverables that agreement required at closing were due when the parties signed. [^p3-grove-simultaneous] In a deferred closing, the [signing-to-closing question](/practice-guides/asset-purchase-signing-to-closing/us#between-signing-and-closing) covers the extra terms the gap needs.
The table lists deliverables that filed asset purchase agreements assign to each side and when each is due; each row cites one filed example. The [OpenAgreements Closing Checklist](/templates/openagreements-closing-checklist) can track each document, its responsible party and its status through signing and closing.
| Deliverable | Delivered by | When |
| --- | --- | --- |
| Signed agreement and disclosure schedules [^p3-bankrate-disclosure-schedules] | Both parties; each delivers its own schedules | Signing |
| Bill of sale for tangible assets [^p3-luna-bill-of-sale] | Seller | Closing |
| Assignment and assumption agreement for contracts and assumed liabilities [^p3-luna-buyer-deliverables] | Seller signs as assignor; buyer countersigns to assume | Closing |
| Patent, trademark and copyright assignments and a domain name assignment [^p3-grove-ip-domain] | Seller, and any owner who holds a right personally | Closing |
| Lien payoff letters, then filed UCC-3 terminations [^p3-grove-payoff-letters] | Seller, with its lenders | Payoff letters at closing; terminations after closing |
| Third-party consents [^consents-closing-exchange] | Seller obtains, as the agreement allocates | Before closing, as a closing condition |
| Bring-down certificate and secretary's certificate attaching resolutions [^p3-luna-bring-down-secretary] | Each party for itself | Closing |
| Purchase price by wire and escrow amount to the escrow agent [^p3-luna-closing-payments] | Buyer | Closing |
| Escrow agreement [^p3-luna-buyer-escrow-agreement] | Seller, buyer and escrow agent | Closing |
| Closing statement setting out the flow of funds [^p3-chefs-flow-of-funds] | Seller parties sign; buyer pays against it | Closing |
| Transition services agreement [^p3-grove-tsa] | Seller signs; buyer countersigns | Closing |
| Working-capital statement for the price adjustment [^p3-luna-nwc-statement] | Buyer | After closing, within the agreed period |
| Further transfer instruments on request [^p3-grove-further-assurances] | Seller | After closing |
A deliverable can also be a closing condition: in one filed agreement, receiving all of the seller's closing deliveries was the first condition to the buyer's obligation to close, followed by the accuracy of the seller's representations. [^p3-greenfield-deliveries-condition] Under a condition drafted that way, a missing deliverable leaves the buyer's condition unsatisfied, and an outside-date clause can then let the buyer walk away, as in another filed agreement that let the buyer terminate if its closing conditions would not be fulfilled by a stated date. [^p3-greenfield-deliveries-condition][^d2-ce-luna-outside-date]
## What if a lease, contract or account cannot be transferred at closing? {#consent-failure}
**Short answer.** When a lease, contract or account needs a third party's consent to transfer, the agreement can make obtaining the material consents a closing condition, as one filed asset purchase agreement does. [^consents-consent-failure]
In an asset purchase the trigger is consent to assignment: anti-assignment clauses require the counterparty's consent before the buyer can assume the contract. [^settles-anti-assignment] The buyer's side of the work is to find every contract that needs consent, and filed agreements put the list on the seller through a representation that no consent is required except as listed in a schedule. [^p3-greenfield-consents-rep][^p3-luna-consents-rep]
The seller's side is to request and obtain the consents as the agreement allocates that work; one filed agreement required the seller to use best efforts to obtain all material consents, [^p3-luna-seller-best-efforts] and the buyer in that agreement agreed to cooperate in obtaining the scheduled consents without having to change its business or spend material funds. [^p3-luna-buyer-cooperation] Another agreement required both parties to use reasonable efforts to obtain third-party consents to the assignment of assumed contracts before closing. [^p3-salem-both-efforts]
For a business with premises, landlord consent to the lease transfer is described as a usual closing condition in a typical small business sale. [^ratschko-landlord-condition] When a consent is still outstanding at closing, Jennifer M. Settles describes escrowing part of the proceeds until it arrives. [^settles-consent-escrow] Another approach is to close without the contract and pass its benefits through: in one filed agreement, a contract whose consent had not been obtained before closing was deemed not assigned until consent arrived, the seller gave the buyer the contract's benefits in the meantime, and the buyer paid the corresponding liabilities. [^p3-salem-pass-through] Online accounts are covered in [the account-migration question](/practice-guides/asset-purchase/us#migration-timing) and [the app-transfer question](/practice-guides/asset-purchase/us#app-transfer).
## What paperwork and notice rules apply when the buyer keeps the seller's employees? {#employees-and-workforce}
**Short answer.** When the seller's workers continue their employment with the buyer as a related, successor or reorganized employer, USCIS lets the buyer treat them either as new hires with new Forms I-9 or as continuing employees whose previously completed forms the buyer keeps. [^uscis-i9-successor-choice] A buyer that keeps those forms accepts responsibility for any errors or omissions in them. [^uscis-i9-successor-errors]
A buyer that treats the employees as new hires may complete the new forms before the acquisition takes place, as long as it has offered the employee a job and the employee has accepted. [^d2-uscis-i9-new-form-timing] A buyer that keeps the prior forms is expected to review each form with the employee and update or reverify the employee's information as necessary. [^d2-uscis-i9-review-prior]
For larger employers, the federal WARN Act allocates plant-closing and mass-layoff notice duties in a sale: the seller is responsible up to and including the effective date of the sale, the purchaser afterward, and, for WARN notice purposes only, the seller's employees on that date, other than part-time employees, are treated as the purchaser's employees immediately after it. [^warn-2101b-sale] The Act applies only to employers with 100 or more employees, excluding part-time employees, or 100 or more employees working at least 4,000 hours a week in total, exclusive of overtime. [^warn-2101a-employer] The Act's rights are in addition to, and not in lieu of, other contractual or statutory rights of the employees, and its notice period runs concurrently with any notice period another statute requires. [^d2-warn-2105-other-rights] State statutes can reach smaller workplaces, and California's defines a covered establishment as an industrial or commercial facility that employs, or has employed within the preceding 12 months, 75 or more persons. [^d2-cal-lab-1400-5-covered]
## How do I know I have received all the assets? {#digital-handover}
**Short answer.** A contractual handover milestone may not mean every asset has arrived, as one filed purchase agreement shows by expressly contemplating that some assets could still be transferring after its defined migration milestone. [^migration-digital-handover]
Receipt of all the assets is therefore confirmed against the asset schedule, which is also how marketplace escrow works; TrustMRR's FAQ says the seller transfers the agreed assets and escrow releases the funds once both sides confirm the transfer is complete. [^d3-trustmrr-confirm-transfer] A handover record links each domain, repository, account, data set, contract and intellectual-property instrument to its entry in the asset schedule, the same asset-by-asset detail that TrustMRR's escrow requires in the purchase agreement. [^d3-trustmrr-asset-details-dh]
An agreed acceptance window gives the buyer time to run the business before the price is released; one filed online-business purchase gave the buyer fourteen days after migration to inspect the assets, during which the buyer was to operate them as close as possible to the seller's operation, [^p6-jeffs-inspection-window] and released the price only after that period expired. [^d3-jeffs-release-dh] Problems that appear only in operation, such as a login that fails on the buyer's device or a payment integration that stops working, need to be raised within the window; under that agreement, a buyer that gave no written notice within the inspection period was deemed to have waived its contingencies, including changes in the assets' performance. [^d3-jeffs-inspection-waiver]
Where an account has no provider-supported transfer and its password has to pass between the parties, a password manager's sharing feature can carry it; 1Password, for example, creates a unique link and lets the sender choose when the link expires and who can open it. [^p6-1password-share-link] A shared item is a copy, so a password changed after sharing needs a new link, [^p6-1password-share-copy] and a password the buyer changes after receipt is no longer one the seller holds.
Two-factor authentication and recovery settings can stop a handover when the second factor stays with the seller; GitHub states that its support team cannot restore access to an account with two-factor authentication enabled once the two-factor credentials and recovery methods are lost, [^p6-github-2fa-no-restore] and a recovery that relies on a one-time password can take up to three business days. [^p6-github-2fa-three-days] The handover record can therefore list each account's recovery email, phone number, authenticator app, security keys and recovery codes, and confirm that each has been replaced with one the buyer controls before seller access ends, because GitHub warns that an account holder who cannot use any recovery method has permanently lost access. [^d3-github-permanent-loss]
Seller access can be removed when no longer needed, and some transfers leave it in place; after a GitHub repository transfer, the original owner is added as a collaborator on the transferred repository. [^p6-github-original-owner-collaborator]
[^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-09-28. License: CC BY 4.0. Steven Obiajulu, J.D. edits this topic article for U.S. purchases of profitable businesses with $1 million or less of earnings before interest, taxes, depreciation and amortization (EBITDA), including online and software businesses; negotiation, drafting and closing of the asset purchase agreement and transfer of the assets; Delaware, California and New York law used as examples; other state, tax and industry rules require separate review 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. AI-authored research draft; not reviewed by counsel. Source excerpts and linked materials belong to their owners. CC BY 4.0. Cite as Steven Obiajulu, *Small-Business Asset Purchase Agreements: Closing and Handover*, OpenAgreements (last updated September 28, 2026), https://openagreements.org/practice-guides/asset-purchase-closing-and-handover/us.
[^waylaw-closing-exchange-consents]: **Way Law: Sign and close vs. sign then close, third-party consents** — "A sign-then-close arrangement allows the parties to lock in material deal points like the purchase price, the representations, and warranties based on the due diligence, and then have time to secure these third-party consents and approvals." *Way Law PLLC, Understanding Closing: Sign and Close vs. Sign Then Close (Apr. 1, 2025).*
[^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-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-bankrate-disclosure-schedules]: **Bankrate–NextAdvisor asset purchase agreement (2016), disclosure schedules** — "‘Disclosure Schedules’ means the Disclosure Schedules with respect to the representations and warranties set forth in Articles 3, 4 and 5 delivered by Seller Parties and Buyer concurrently with the execution and delivery of this Agreement." *§1.1 (Disclosure Schedules)*
[^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-luna-buyer-deliverables]: **Luna–Micron asset purchase agreement (2018), buyer closing deliveries** — "(d) Buyer shall deliver, or cause to be delivered, to Seller the following items (in form and substance reasonably satisfactory to Seller and its counsel, unless otherwise specified below): (i) the Escrow Agreement, duly executed by Buyer and the Escrow Agent; (ii) the Assignment and Assumption Agreement, duly executed by Buyer; (iii) the Assignment of Lease, duly executed by Buyer; (iv) a certificate, dated as of the Closing Date, executed by Buyer stating that the conditions specified in Section 8.1 and Section 8.2 have been satisfied;" *§2.7(d)(i)–(iv)*
[^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-grove-payoff-letters]: **Grove–VitaMedica asset purchase agreement (2021), payoff letters** — "(xi) Payoff letters from each Person who has any Lien on or affecting any or all of the Acquired Assets, which letters shall state the outstanding amount of the obligation secured by the Lien (which amount shall be paid by Seller at Closing to such Person) and, after Closing, Seller shall provide copies of executed and filed UCC-3 termination statements and/or similar or other instruments evidencing the satisfaction of such indebtedness or other obligation in each jurisdiction where evidence of such obligation is necessary to perfect such satisfaction;" *§2.5(a)(xi)*
[^p3-luna-bring-down-secretary]: **Luna–Micron asset purchase agreement (2018), officer and secretary certificates** — "(x) a certificate, dated as of the Closing Date, executed by Seller stating that the conditions specified in Section 7.1, Section 7.2 and Section 7.8 have been satisfied; (xi) a certificate of the Secretary of Seller, dated as of the Closing Date, certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, (i) certifying and attaching all requisite resolutions or actions of Seller’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of name contemplated by Section 10.4 and (ii) certifying as to the incumbency and signatures of the officers of Seller executing this Agreement and any other Transaction Document;" *§2.7(c)(x)–(xi)*
[^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-luna-buyer-escrow-agreement]: **Luna–Micron asset purchase agreement (2018), buyer closing deliveries** — "(d) Buyer shall deliver, or cause to be delivered, to Seller the following items (in form and substance reasonably satisfactory to Seller and its counsel, unless otherwise specified below): (i) the Escrow Agreement, duly executed by Buyer and the Escrow Agent; (ii) the Assignment and Assumption Agreement, duly executed by Buyer; (iii) the Assignment of Lease, duly executed by Buyer; (iv) a certificate, dated as of the Closing Date, executed by Buyer stating that the conditions specified in Section 8.1 and Section 8.2 have been satisfied;" *§2.7(d)(i)–(iv)*
[^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)*
[^p3-grove-tsa]: **Grove–VitaMedica asset purchase agreement (2021), transition services agreement** — "(xiii) A Transition Services Agreement in the form of Exhibit K executed by Seller; (xiv) GS1 Company Prefix Release Letter executed by Seller; and (xv) Such other documents executed by the Selling Parties as may be reasonably requested by the Buyer. (b) The Buyer shall deliver to the Seller: (i) The Selling Parties’ Non-Competition Agreements executed by Buyer; and (ii) The Employment Agreements executed by Buyer; and (iii) The Transition Services Agreement executed by Buyer;" *§2.5(a)(xiii), (b)(iii)*
[^p3-luna-nwc-statement]: **Luna–Micron asset purchase agreement (2018), post-closing working capital statement** — "(a) As soon as practicable but in no event later than 75 days after the Closing Date, Buyer shall deliver to Seller a statement (the ‘Net Working Capital Statement’) of the Net Working Capital as of the Closing without giving effect to any of the Contemplated Transactions and determined in accordance with the Applicable Accounting Principles (as may be adjusted pursuant to Section 2.8(f) below, the ‘Final Net Working Capital’), together with supporting calculations." *§2.8(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-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)*
[^d2-ce-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)*
[^consents-consent-failure]: **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*
[^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-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-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-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-luna-buyer-cooperation]: **Luna–Micron asset purchase agreement (2018), buyer cooperation** — "Buyer also shall cooperate, and cause its Related Persons to cooperate, with Seller (a) with respect to all filings Seller shall be required by Legal Requirements to make and (b) in obtaining all Consents identified in Schedule 3.2(c), provided, however, that Buyer shall not be required to dispose of or make any change to its business, expend any material funds or incur any other burden in order to comply with this Section 6.1." *§6.1*
[^p3-salem-both-efforts]: **Salem Web Network–Gloo asset purchase agreement (2023), third-party consents** — "Between the date of this Agreement and the Closing, Buyer and Seller shall each use its reasonable efforts to obtain the consent of any third party necessary for the assignment of any Assumed Contract." *§7.6*
[^ratschko-landlord-condition]: **Imke Ratschko: The Basics of an Asset Purchase Agreement, landlord consent** — "In a typical small business sale, there is usually the condition that the landlord of the business premises has consented to the transfer of the lease to the new owner." *Imke Ratschko, The Basics of an Asset Purchase Agreement, Ratschko PLLC (July 25, 2022; updated July 28, 2022).*
[^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).*
[^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*
[^uscis-i9-successor-choice]: **USCIS I-9 Central: Mergers and acquisitions** — "Employers who have acquired another company or have merged with another company may choose to treat employees who are continuing their employment with the related, successor, or reorganized employer as: - New hires, in which case employers must complete a new Form I-9, Employment Eligibility Verification; or - Continuing in employment, in which case employers must obtain and maintain the previously completed Form I-9." *U.S. Citizenship and Immigration Services, I-9 Central, Mergers and Acquisitions (accessed Sept. 28, 2026).*
[^uscis-i9-successor-errors]: **USCIS I-9 Central: Mergers and acquisitions, responsibility for prior forms** — "Employers who choose to keep the previously completed Form I-9 accept responsibility for any errors or omissions on those forms." *U.S. Citizenship and Immigration Services, I-9 Central, Mergers and Acquisitions (accessed Sept. 28, 2026).*
[^d2-uscis-i9-new-form-timing]: **USCIS I-9 Central: Mergers and acquisitions, completing new forms before the acquisition** — "Employers who choose to complete a new Form I-9 may do so before the merger or acquisition takes place as long as the employer has offered the acquired employee a job and the employee has accepted the offer." *U.S. Citizenship and Immigration Services, I-9 Central, Mergers and Acquisitions (accessed Sept. 28, 2026).*
[^d2-uscis-i9-review-prior]: **USCIS I-9 Central: Mergers and acquisitions, reviewing retained forms** — "Employers should review each Form I-9 with the employee and update or reverify the employee’s information, as necessary." *U.S. Citizenship and Immigration Services, I-9 Central, Mergers and Acquisitions (accessed Sept. 28, 2026).*
[^warn-2101b-sale]: **29 U.S.C. § 2101(b)(1), WARN notice in a sale of business** — "(1) In the case of a sale of part or all of an employer's business, the seller shall be responsible for providing notice for any plant closing or mass layoff in accordance with section 2102 of this title, up to and including the effective date of the sale. After the effective date of the sale of part or all of an employer's business, the purchaser shall be responsible for providing notice for any plant closing or mass layoff in accordance with section 2102 of this title. Notwithstanding any other provision of this chapter, any person who is an employee of the seller (other than a part-time employee) as of the effective date of the sale shall be considered an employee of the purchaser immediately after the effective date of the sale." *29 U.S.C. § 2101(b)(1).*
[^warn-2101a-employer]: **29 U.S.C. § 2101(a)(1), WARN employer definition** — "(1) the term ‘employer’ means any business enterprise that employs- (A) 100 or more employees, excluding part-time employees; or (B) 100 or more employees who in the aggregate work at least 4,000 hours per week (exclusive of hours of overtime); (2) the term ‘plant closing’ means the permanent or temporary shutdown of a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss at the single site of employment during any 30-day period for 50 or more employees excluding any part-time employees;" *29 U.S.C. § 2101(a)(1)–(2).*
[^d2-warn-2105-other-rights]: **29 U.S.C. § 2105, WARN rights in addition to other rights** — "The rights and remedies provided to employees by this chapter are in addition to, and not in lieu of, any other contractual or statutory rights and remedies of the employees, and are not intended to alter or affect such rights and remedies, except that the period of notification required by this chapter shall run concurrently with any period of notification required by contract or by any other statute." *29 U.S.C. § 2105.*
[^d2-cal-lab-1400-5-covered]: **California Labor Code § 1400.5(a), covered establishment** — "(a) ‘Covered establishment’ means any industrial or commercial facility or part thereof that employs, or has employed within the preceding 12 months, 75 or more persons." *Cal. Lab. Code § 1400.5(a).*
[^migration-digital-handover]: **Smart Repair Pro–Beard Revive purchase agreement (2021; filed by Jeffs Brands in 2022)** — "It is possible that some portion of the Assets will continue to be transferred to Buyer after the Completed Migration." *Migration Process, paragraph (b)*
[^d3-trustmrr-confirm-transfer]: **FAQ, how an acquisition is structured (TrustMRR)** — "The buyer pays the full purchase price into escrow, the seller transfers the agreed assets (code, domain, accounts, etc.), and escrow releases the funds once both sides confirm the transfer is complete." *Deals, Legal Docs, and Payments; accessed September 29, 2026*
[^d3-trustmrr-asset-details-dh]: **FAQ, asset details in the APA (TrustMRR)** — "Escrow needs verifiable asset details. If you’re transferring public assets (domains, social accounts, repos, etc.), include their URLs in the APA. Missing or vague asset details can lead to rejection." *Deals, Legal Docs, and Payments; accessed September 29, 2026*
[^p6-jeffs-inspection-window]: **Smart Repair Pro–Beard Revive purchase agreement (2021), inspection period** — "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." *Inspection Period, ¶8*
[^d3-jeffs-release-dh]: **Smart Repair Pro–Beard Revive purchase agreement (2021), release after inspection** — "Within a commercially reasonable time after expiration of the Inspection Period, Broker will release ninety-two percent (92%) of the Purchase Price to Seller and Broker will retain the remaining eight percent (8%) as a portion of its Commission." *Release of the Purchase Price, ¶9(a)*
[^d3-jeffs-inspection-waiver]: **Smart Repair Pro–Beard Revive purchase agreement (2021), waiver after inspection period** — "If Buyer fails to provide written notification of his request to terminate this Agreement within the Inspection Period, Buyer is deemed to have freely and voluntarily waived any and all contingencies in connection with the purchase of the Assets, including any discrepancies, fluctuations, or changes in the performance of the Assets and specifically its gross revenue, net revenue, expenses, traffic, and other metrics of performance, including any discrepancies, fluctuations, or changes in the performance of the Assets during the Migration Process and/or during the Inspection Period" *Inspection Period, ¶8(j)*
[^p6-1password-share-link]: **Share items using 1Password (1Password Support)** — "When you share an item, you’ll get a unique link that you can send to others. Choose when the link expires and who it’s available to: anyone with the link or only specific people." *Introduction; accessed September 29, 2026*
[^p6-1password-share-copy]: **Share items using 1Password, later changes (1Password Support)** — "To change an item’s details after you’ve already shared a copy, update the item then share a new link. Your changes won’t be shared until you share the item again." *Share an item; accessed September 29, 2026*
[^p6-github-2fa-no-restore]: **Recovering your account if you lose your 2FA credentials (GitHub Docs)** — "For security reasons, GitHub Support will not be able to restore access to accounts with two-factor authentication enabled if you lose your two-factor authentication credentials or lose access to your account recovery methods." *Warning; accessed September 29, 2026*
[^p6-github-2fa-three-days]: **Recovering your account if you lose your 2FA credentials, one-time password (GitHub Docs)** — "For security reasons, regaining access to your account by authenticating with a one-time password can take up to three business days." *Authenticating with a verified device, SSH token, or personal access token; accessed September 29, 2026*
[^d3-github-permanent-loss]: **Recovering your account if you lose your 2FA credentials, no recovery method (GitHub Docs)** — "If you cannot use any recovery methods, you have permanently lost access to your account." *Introduction; accessed September 29, 2026*
[^p6-github-original-owner-collaborator]: **Transferring a repository, original owner access (GitHub Docs)** — "The original owner of the repository is added as a collaborator on the transferred repository. Other collaborators to the transferred repository remain intact." *Prerequisites for repository transfers; accessed September 29, 2026*
For repeat use, install the skill: `npx skills add open-agreements/open-agreements` (lawyer-reviewed agreement templates + 50-state practice guides).