Tax Representations and Warranties
(Asset Purchase)

Summary

These Tax Representations and Warranties (Asset Purchase) made by seller are clauses generally included in an acquisition agreement for all, or substantially all, of the business assets of a company. The buyer and seller's perspectives, along with other practical guidance, are located in drafting notes and bracketed and optional clauses. If a seller is selling subsidiary stock as part of the assets, then you should consider including the additional representations and warranties applicable to the sale of a private target. For a more detailed discussion on representations and warranties applicable to the acquisition of a private target, see C Corporation Stock Acquisition Tax Issues and, for template clauses, see Tax Representations and Warranties (Private Target Acquisition). This template provides a starting point for drafting representations and warranties clauses for an asset purchase agreement and should be tailored for the specific facts and circumstances of the proposed arrangement. This template does not address covenants regarding: • ERISA or employment benefits provisions. • Provisions that may be applicable to special kinds of corporations, such as real estate investment trusts and insurance companies.