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LSDefine

Simple English definitions for legal terms

asset purchase agreement

Read a random definition: lister

A quick definition of asset purchase agreement:

An asset purchase agreement is a contract between a seller and a buyer where the seller agrees to sell some or all of their assets to the buyer. The agreement includes details about the sale, such as the price and payment terms, as well as representations and warranties from both parties. It also outlines post-closing obligations, indemnification rules, and termination clauses. Think of it like a special kind of shopping list for businesses!

A more thorough explanation:

An asset purchase agreement is a legal contract between a buyer and a seller. The seller agrees to transfer some or all of the assets of a company to the buyer. This agreement is used when a company wants to sell its assets, but not the entire business.

The agreement includes:

  • A description of the transaction
  • A list of definitions of the words used in the agreement
  • The terms and conditions of the sale, including the purchase price and payment terms
  • The closing terms and conditions
  • The representations and warranties of the seller and buyer
  • Post-closing obligations of the parties
  • The indemnification rules
  • The termination rules
  • Other miscellaneous clauses

For example, if a company wants to sell its manufacturing plant to another company, they would use an asset purchase agreement. The agreement would outline the terms of the sale, including the purchase price and payment terms. It would also include representations and warranties from both parties, such as the legal characteristics of the sold assets. The agreement would also include post-closing obligations, such as a non-compete clause.

An asset purchase agreement is also known as an APA.

asset | assign

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snow
20:31
I agree with dk ^
madollyy
20:31
Got it, thank you. I don't think there is much I can do for my GPA now since I only have 1 semester left for ug but I definitely will be studying my butt off for the LSAT.
Dkk
20:32
Nice!
madollyy
20:32
I really appreciate your advice, guys <3 Wishing you luck on your endeavors!
JumpySubsequentDolphin
20:32
@madollyy: is that your CAS GPA?
madollyy
20:33
That's what's on my transcript! I haven't done that one yet tbh. I get mostly A's, some B's. Got dragged down a bit too much from one D in my first semester though ><
JumpySubsequentDolphin
20:34
do you have any A+’s? that could help your gpa!
JumpySubsequentDolphin
20:36
bc LSAC recalculates A+ to 4.3
madollyy
20:39
Noo :( Unfortunately. I'm surprised that I don't, there were definitely some classes that I remember scoring 98-100% but it doesn't show on my transcript
madollyy
20:41
Acutally
madollyy
20:41
My university does not list A+
JumpySubsequentDolphin
20:42
yeah my university’s the same way, so frustrating! still a great GPA and with a killer LSAT score you’ll be good to go :)
JumpySubsequentDolphin
20:42
if you have the means, I’ve heard private tutoring is the way to go
madollyy
20:44
Fingers crossed! I mean I'd be so so glad to go to law school period, but I am a bit of an overachiever. Dream is Berkeley rn, but I'm of course happy to go anywhere that lines up with my plans. And is kind enough with scholarships lol
madollyy
20:44
I'll have to see if my parents are willing to support that. I'm living on my own but ik if it'd help me they'd be willing to help
JumpySubsequentDolphin
20:47
who knows, you might not even need a tutor! Take a diagnostic and see where you stand :)
Dkk
21:03
@madollyy: yeah that happend to me too with my community college transcript. You can try calling to see if they can alter your transcript but like mine would not do it.
Dkk
21:04
Ask @babycat to tutor you @madollyy
cat food is expensive tho
21:09
I HOPW THAT ISNT REAL
@JumpySubsequentDolphin: I would push back on this. I think for the vast majority of people LSAT tutoring is unnecessary.
21:09
oh its from nov 12 phew
21:09
i was about to have a heart attack
21:09
at the berk decision lmao
@madollyy: I focus on bringing your GPA up as much as possible in the last semester because once you graduate you cannot change that. So don't study for the LSAT next semester if you think that would impair your ability to get straight A's. As for LSAT studying, I would recommend LSAT Demon (ik controversial), the Loophole, and Reading Comp Hero.
*I would focus
JumpySubsequentDolphin
21:11
@texaslawhopefully: oh I’m not sure hahaha im just basing off of my friend who got a tutor bc she was rly struggling and it seemed like it helped her!
Yeah, that's fair! For some people it can help a lot. I'm just saying in general I don't think it is necessary unless you are trying to finetune a very specific area (or get to the high 170s because that is another thing in and of itself) OR are just terrible at the test. I tutor the test and I find that most people can improve just as much through self-study.
JumpySubsequentDolphin
21:13
that makes sense for sure
JumpySubsequentDolphin
21:13
i think for her it was a lack of discipline more than anything else tbh. she could not get herself to meaningfully study on her own
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