The best way for a buyer of a target company’s assets toescape liability for certain specified contractual obligations ofthe target company is to:
a. Take a hard line in the deal negotiations and refuse toassume the specified obligations in the asset purchasedocumentation
b. Assume the specified obligations, but forgo notifying theother parties to the relevant contracts of the assumption
c. File a “bulk sales” notice with respect to the specifiedobligations
d. Assume the specified obligations, but arrange for the targetcompany’s shareholders to indemnify the buyer for those obligationsafter the closing
A primary function served by representations &warranties in the agreement for the acquisition of a public companyis:
a. Supporting a potential expression of “moral outrage” ifthey are inaccurate
b. Providing a vehicle for the exercise of walk rights
c. Providing a vehicle for post-closing indemnification
d. All of the above
The best way for a buyer of a target company’s assets to escape liability for certain specified contractual obligations
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