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May It Please the Internet: Understanding Asset Purchase Agreements (APA Series Part 1)

By John DiGiacomo

In this weeks episode, Eric and John break down the fundamentals of Asset Purchase Agreements (APA). The basics: What is it, who signs it, and what are you selling.

  • What is an APA, how is different than equity
    • Why APA over equity
    • Exceptions
    • Structure/format of an APA/length
    • How to review, where to start?
  • The Parties
    • Individual liability – how does this work
    • Who is the buyer – subsidiary? Who is paying you on deferred payments
  • The Assets
    • What are you selling,
      • Online accounts
      • Inventory
      • IP
      • Data/records
      • Domains
      • Social media
      • Causes of action
      • Contracts
      • Goodwill
    • What are you not selling
      • Cash
      • Money in amazon account
      • Certain contracts
      • Corporate records
      • anything specific

Parting Shot of Truth

  • Getting settlements done – don’t change the terms mid-stream, it kills momentum and credibility

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