What a buyer picks, and what follows anyway
In an asset purchase, the buyer acquires specific property such as equipment, inventory, customer contracts, intellectual property, and goodwill, and takes on only the liabilities it agrees to assume. That separation is the main reason buyers prefer the structure, but it is not airtight. Some obligations can follow the business regardless of the contract, including certain tax and employment liabilities, and courts sometimes treat an asset sale as a merger when the buyer carries on the same business with the same owners. In New York, many bulk purchases of business assets call for advance notice to the state Tax Department, and a buyer who skips that step can become answerable for the seller's unpaid sales tax. The asset purchase agreement should address these openly rather than assume them away.
Transfers that need someone else's consent
Contracts, leases, licenses, and permits often cannot simply be handed to a buyer. Many commercial leases and customer agreements require the other party's consent to an assignment, and some government licenses have to be applied for anew rather than transferred. Employees do not move automatically either; the buyer usually decides whom to hire and on what terms, and the seller handles what is owed to those it does not keep. Diligence should identify these consents early, because a key contract that cannot be assigned can change the value of the deal. Sellers benefit from gathering their contracts, leases, and permit files before a buyer asks.
How we shape the agreement
We look at the purchase price and how it may adjust, the lists of assumed and excluded liabilities, the seller's representations about the business, and how indemnification works if those statements turn out to be wrong. Holdbacks or escrows are common ways to keep part of the price available for claims. We also discuss whether the seller's owners will stay involved, and whether any restrictive covenants are reasonable enough to hold up. In an early conversation we ask what you are buying or selling, why the asset structure was chosen, and what in the business worries you most, because that usually shows where the drafting needs the most attention.
