Asset Purchase Agreement
The attached draft aircraft purchase agreement has many, many drafting errors. There is legalese, provisions are way too long, and there is a total lack of craftsmanship. Please clean it up. Redraft the agreement to reflect the deal below. There will be a fair amount of revision. Do not use any supplementary sources, other than those distributed to you in our course. Do not draft provisions other than the ones I have specifically asked for or those that are required because of the cascade effect (text pages 342-343). Finally, please draft an agreement from the point of view of your client, the seller.
General Instructions
-
Draft an Agreement for Purchase and Sale of Assets (“Purchase Agreement”) for your client who wants to sell a law practice.
-
Focus on the material covered in class (textbook, class notes, TWEN, articles referenced, these instructions, Assignment, including Chapters 1-12, 14, 16-18 and Chapter 32;
plus
the Material Adverse Condition article on TWEN (“The MAC Clause: An Emperor With No Clothes”), and the following articles in the course reader: Parol Evidence after
Riverisland
; Liquidated Damages Clauses; and the Indemnity Primer.
-
Use the Aircraft Purchase Agreement, which is posted on TWEN, as the base document on which you will incorporate the information and the deal points.
-
Clean up all language used from the form by applying what we have covered (ie, use of “may”, “shall”, active form, no legalese…)
-
Do not include language that is clearly not requested.
-
If given information to specify a date or amount, calculate date or amount to get full credit.
-
13-page maximum for both documents, but the Promissory Note cannot be longer than 1 page.
-
I reserve the right to modify these instructions and deal points up to 1 week before the due date and time. I will accept the latest version you send me before the due date and time.
-
Due no later than 09:00 a.m. Saturday, November 5, 2016 by e-mail to
[email protected]
Deal Overview (may apply to purchase agreement or the Note exhibit)
-
Your California client, a limited liability partnership whose legal name is Bar None, LLP, but who does business as (dba) The Top Law Firm, wants to sell substantially all of the assets in connection with a law practice located at the building with an address of 3333 Sunset Blvd, Los Angeles, CA. As an LLP, your client is an entity in which the attorney-owners are partners, but no partner is liable to any creditor of the law firm nor is any partner liable for any negligence on the part of any other partner (i.e., each partner has limited liability). The managing partner is J.D. Advocate. The buyer, on the other hand, is Prince Law, but – because he also wants limited liability – he does not want to practice as a sole proprietor so he will create a California entity called Prince Law, P.C. and register it with the California State Bar and California Secretary of State. The LLP is registere.
The basics of the loan purchase and sale process is relatively straight forward, but like any transaction, the devil is in the details. Following are eight steps involved in the purchase and sale of loan assets followed by a discussion of the most common pitfalls to avoid throughout the transaction.
A deposit is a pre-agreed instalment towards the purchase price in a sale contract.
The Courts have held that the 2 functions of a deposit are to be:
- an earnest commitment to bind the bargain, which means a deposit acts as an indication the Buyer is serious in carrying out the bargain; and
- a guarantee of due performance, that is security of the performance.
A deposit is usually paid at or upon shortly upon the buyer’s signing of the contract.
Usually, a deposit should be no more than 10% of the total purchase price, and commonly may be less. Note: there is no specific laws on that deposit percentage amount per se*.
The other practical, commercial and financial reasons for why a deposit is useful:
> Often the seller will incur not-insignificant fees and expenses (e.g. sale preparatory work and undergoing due diligence, applying to lessor for consent to assignment of lease etc), independent of whether the actual contract proceeds to settlement or completion. So may be also used to partially-compensate for some of those costs incurred If the buyer ultimately walks away”.
> Loss of potential, other sale opportunities during the express or implied exclusivity period during the conditions precedent of sale contract. This could be months or longer
> It's good to have the buyer show it has “skin in the game” by having such "hurt money" put upfront on & the table.
Tip: Even with the best of Confidentiality Deeds/NDAs , the deposit helps reinforce the value and proprietary nature of the seller’s business or entity.
> Not uncommonly, the Buyer entity may be newly-established . Therefore, if there is default or repudiation, even if they are subsequently pursued by the seller, the Buyer may not have any actual capitalisation to be realised against!
> Lastly, if a buyer or won’t (or can’t!?) put up even the deposit, then you should have serious concerns about their financial capacity to commit all the way through the transaction.
Do You Need Help Getting Out of a Timeshare?
Timeshare contracts don't have to burden you forever. During our free event, real estate lawyers will show you how timeshare owners have gotten out of their sales contracts.
Timeshare Cancellation, Termination & Modification
Learn how it's possible to cancel, terminate or modify your sales contract. Regardless of what resort developers tell you, they do let timeshare owners out of their contracts. Developers frequently breach their own contracts and engage in fraudulent activities. Learn how a developer's actions can give you a way out.
Deception
Has the resort told you that you can't make a reservation? Have they told you that you can't rent your week? Are you paying hidden costs or higher fees? Timeshare owners face many surprises after the sales presentation. We'll explain your options.
Sales
The timeshare resale industry is rife with unscrupulous businesses. Resale scams require sellers to pay expensive upfront junk fees. Learn how not to become a victim of these fraudsters.
Dealing with Runaway Maintenance Fees
On average, timeshare maintenance fees increase 8% per year. You might even get stuck paying other costs and assessments as time goes on. The sales team probably didn't tell you about these hidden expenses and fee increases. We'll explain how you can seek relief from this costly headache.
Estate Plan
If you've decided to keep your timeshare, then the next step is creating an estate plan. Timeshare contracts are "in perpetuity," and your heirs will have to continue paying maintenances fees and other costs. Learn how to dispose of your timeshare to prevent your heirs from inheriting the extra expenses.
Vendome Real Estate Media is proud to present the top five stories from 2016 from the Commercial Tenant's Lease Insider.
Stories include:
- Make Sublet Deal Work for You
- Get Nine Protections When Leasing Property for Your Cannabis Business
- And more!
The basics of the loan purchase and sale process is relatively straight forward, but like any transaction, the devil is in the details. Following are eight steps involved in the purchase and sale of loan assets followed by a discussion of the most common pitfalls to avoid throughout the transaction.
A deposit is a pre-agreed instalment towards the purchase price in a sale contract.
The Courts have held that the 2 functions of a deposit are to be:
- an earnest commitment to bind the bargain, which means a deposit acts as an indication the Buyer is serious in carrying out the bargain; and
- a guarantee of due performance, that is security of the performance.
A deposit is usually paid at or upon shortly upon the buyer’s signing of the contract.
Usually, a deposit should be no more than 10% of the total purchase price, and commonly may be less. Note: there is no specific laws on that deposit percentage amount per se*.
The other practical, commercial and financial reasons for why a deposit is useful:
> Often the seller will incur not-insignificant fees and expenses (e.g. sale preparatory work and undergoing due diligence, applying to lessor for consent to assignment of lease etc), independent of whether the actual contract proceeds to settlement or completion. So may be also used to partially-compensate for some of those costs incurred If the buyer ultimately walks away”.
> Loss of potential, other sale opportunities during the express or implied exclusivity period during the conditions precedent of sale contract. This could be months or longer
> It's good to have the buyer show it has “skin in the game” by having such "hurt money" put upfront on & the table.
Tip: Even with the best of Confidentiality Deeds/NDAs , the deposit helps reinforce the value and proprietary nature of the seller’s business or entity.
> Not uncommonly, the Buyer entity may be newly-established . Therefore, if there is default or repudiation, even if they are subsequently pursued by the seller, the Buyer may not have any actual capitalisation to be realised against!
> Lastly, if a buyer or won’t (or can’t!?) put up even the deposit, then you should have serious concerns about their financial capacity to commit all the way through the transaction.
Do You Need Help Getting Out of a Timeshare?
Timeshare contracts don't have to burden you forever. During our free event, real estate lawyers will show you how timeshare owners have gotten out of their sales contracts.
Timeshare Cancellation, Termination & Modification
Learn how it's possible to cancel, terminate or modify your sales contract. Regardless of what resort developers tell you, they do let timeshare owners out of their contracts. Developers frequently breach their own contracts and engage in fraudulent activities. Learn how a developer's actions can give you a way out.
Deception
Has the resort told you that you can't make a reservation? Have they told you that you can't rent your week? Are you paying hidden costs or higher fees? Timeshare owners face many surprises after the sales presentation. We'll explain your options.
Sales
The timeshare resale industry is rife with unscrupulous businesses. Resale scams require sellers to pay expensive upfront junk fees. Learn how not to become a victim of these fraudsters.
Dealing with Runaway Maintenance Fees
On average, timeshare maintenance fees increase 8% per year. You might even get stuck paying other costs and assessments as time goes on. The sales team probably didn't tell you about these hidden expenses and fee increases. We'll explain how you can seek relief from this costly headache.
Estate Plan
If you've decided to keep your timeshare, then the next step is creating an estate plan. Timeshare contracts are "in perpetuity," and your heirs will have to continue paying maintenances fees and other costs. Learn how to dispose of your timeshare to prevent your heirs from inheriting the extra expenses.
Vendome Real Estate Media is proud to present the top five stories from 2016 from the Commercial Tenant's Lease Insider.
Stories include:
- Make Sublet Deal Work for You
- Get Nine Protections When Leasing Property for Your Cannabis Business
- And more!
Learn all about the new TREC contract forms required Jan 2016. Power point can be used alone or with text book for 30 hour TREC approved pre-licensing class. www.createspace.com/5249273.
Negotiating the terms of a buy/sell agreement (i.e. an M&A transaction) requires both knowledge of the law and the “market.” This webinar involves the panelists engaging in mock negotiations of a variety of deal points which commonly arise in M&A transactions. Listen in as buyer’s and seller’s counsel haggle over representations, warranties, indemnification, purchase price payment mechanisms, and a host of other hotly negotiated terms.
Part of the webinar series: M&A BOOT CAMP 2021
See more at https://www.financialpoise.com/webinars/
http://turnkeyinvesting.com - This seller-financing/owner-financing presentation was first created in late 2007 during a special 3-hour session of the Investors Roundtable. I also gave an abbreviated version of this presentation in 2009.
The slides were much wordier than I had intended and meant as a reference afterwards.
Elderly care conference 2017 - Workshop stream A - the legal framework: share...Browne Jacobson LLP
This presentation covers what the difference between a share sale and an asset sale is. Key documents involved in a transaction, due diligence, how to address risks and limitation of liability.
Assignment 1 Discussion—Relativistic Thinking A New Perspective on.docxlauricesatu
Assignment 1: Discussion—Relativistic Thinking: A New Perspective on the World
Children and adolescents tend to engage in so-called “black and white” thinking. In other words, they tend to judge people and situations in dualistic, rather than relativistic, terms. In early adulthood, individuals begin to reason about situations using a more flexible framework that helps them to resolve contradictions between different perspectives.
Describe a situation in which you or someone you know has had to move beyond “black and white” thinking and has been able to develop a more relativistic perspective. Answer the following:
What was it about the situation that challenged you or the other person to think more relativistically?
How do you think people begin to respond to others differently once they begin to use relativistic thinking?
Support your arguments with research, citing sources.
Write your initial response in 150–200 words. Apply APA standards to citation of sources.
By
Saturday, December 10, 2016
, post your response to the appropriate
Discussion Area
. Through
Wednesday, December 14, 2016
, review and comment on at least two peers’ responses. Ask a question, remark on an analysis presented, or suggest an alternative view. Be sure to formulate a thoughtful and substantive response.
.
Assignment 1 Discussion—Social StratificationThe United State.docxlauricesatu
Assignment 1: Discussion—Social Stratification
The United States was founded on the ideals of individual rights and freedoms. It has taken many years to include diverse groups within these ideals, and many classes still fight for inclusion in these rights and freedoms
.
Respond to the following:
Explain the role that stratification has played in your life.
Examine how different your life would be if you lived in a caste-system instead of a class-system.
Evaluate the role of racial, ethnic, or gender stratification in your day-to-day life.
Support your statements with examples and scholarly references.
Write your initial response in 1–2 paragraphs. Apply APA standards to citation of sources.
By
Week 3, Day 3
, post your response to the appropriate
Discussion Area
. Through
Week 3, Day 7
, review and comment on at least two peers’ responses.
******
VERY IMPORTANT!!!!
Please provide 2 questions with answers in relating to the discussion. Please to make sure this is submitted with the assignment. ********
.
More Related Content
Similar to Asset Purchase AgreementThe attached draft aircraft purchase agree.docx
Learn all about the new TREC contract forms required Jan 2016. Power point can be used alone or with text book for 30 hour TREC approved pre-licensing class. www.createspace.com/5249273.
Negotiating the terms of a buy/sell agreement (i.e. an M&A transaction) requires both knowledge of the law and the “market.” This webinar involves the panelists engaging in mock negotiations of a variety of deal points which commonly arise in M&A transactions. Listen in as buyer’s and seller’s counsel haggle over representations, warranties, indemnification, purchase price payment mechanisms, and a host of other hotly negotiated terms.
Part of the webinar series: M&A BOOT CAMP 2021
See more at https://www.financialpoise.com/webinars/
http://turnkeyinvesting.com - This seller-financing/owner-financing presentation was first created in late 2007 during a special 3-hour session of the Investors Roundtable. I also gave an abbreviated version of this presentation in 2009.
The slides were much wordier than I had intended and meant as a reference afterwards.
Elderly care conference 2017 - Workshop stream A - the legal framework: share...Browne Jacobson LLP
This presentation covers what the difference between a share sale and an asset sale is. Key documents involved in a transaction, due diligence, how to address risks and limitation of liability.
Assignment 1 Discussion—Relativistic Thinking A New Perspective on.docxlauricesatu
Assignment 1: Discussion—Relativistic Thinking: A New Perspective on the World
Children and adolescents tend to engage in so-called “black and white” thinking. In other words, they tend to judge people and situations in dualistic, rather than relativistic, terms. In early adulthood, individuals begin to reason about situations using a more flexible framework that helps them to resolve contradictions between different perspectives.
Describe a situation in which you or someone you know has had to move beyond “black and white” thinking and has been able to develop a more relativistic perspective. Answer the following:
What was it about the situation that challenged you or the other person to think more relativistically?
How do you think people begin to respond to others differently once they begin to use relativistic thinking?
Support your arguments with research, citing sources.
Write your initial response in 150–200 words. Apply APA standards to citation of sources.
By
Saturday, December 10, 2016
, post your response to the appropriate
Discussion Area
. Through
Wednesday, December 14, 2016
, review and comment on at least two peers’ responses. Ask a question, remark on an analysis presented, or suggest an alternative view. Be sure to formulate a thoughtful and substantive response.
.
Assignment 1 Discussion—Social StratificationThe United State.docxlauricesatu
Assignment 1: Discussion—Social Stratification
The United States was founded on the ideals of individual rights and freedoms. It has taken many years to include diverse groups within these ideals, and many classes still fight for inclusion in these rights and freedoms
.
Respond to the following:
Explain the role that stratification has played in your life.
Examine how different your life would be if you lived in a caste-system instead of a class-system.
Evaluate the role of racial, ethnic, or gender stratification in your day-to-day life.
Support your statements with examples and scholarly references.
Write your initial response in 1–2 paragraphs. Apply APA standards to citation of sources.
By
Week 3, Day 3
, post your response to the appropriate
Discussion Area
. Through
Week 3, Day 7
, review and comment on at least two peers’ responses.
******
VERY IMPORTANT!!!!
Please provide 2 questions with answers in relating to the discussion. Please to make sure this is submitted with the assignment. ********
.
Assignment 1 Discussion—Culture, Health, and Medicine Not onl.docxlauricesatu
Assignment 1: Discussion—Culture, Health, and Medicine
Not only do various societies have differing perspectives on health and healing, but they also vary extensively in their views on medicine, physicians, healthcare, and treatment options. In this assignment, you will explore the role that health and medicine play within your own family, and by extension, your cultural norms.
Discuss the following:
What role does medicine play in your family and for you as an individual?
What steps do you take to treat yourself when you are sick?
What do you do for a cold or for a headache?
If you take medicine, do you know what is in the medicine you take?
How do you feel about the nature of your culture’s healthcare overall?
Consider the theoretical approaches to understanding health. Which of these theoretical approaches do you think your responses would fall under?
Support your statements with examples and scholarly references where applicable.
Write your initial response in 1–2 paragraphs. Apply APA standards to citation of sources.
By
Week 2, Day 3
, post your response to the appropriate
Discussion Area
. Through
Week 2, Day 7
, review and comment on at least two peers’ responses.
.
Assignment 1: Discussion—Cultural Differences: Kayin’s Case
Professionals must work with families to understand cultural and linguistic characteristics specific to each child. This is critical in determining whether a child’s experiences are typical of someone coming from a different background as opposed to a true disability. These issues can be complex as exceptionalities are seen across cultures as well.
Review the following scenario:
Kayin is an eight-year-old boy in the third grade. His teacher, Mr. Bledsoe, has been very concerned about his problems with reading. He also has difficulty socially, and seems withdrawn, with few, if any, friends. Kayin avoids eye contact with most people, but this is more pronounced with adults. He also becomes very frustrated at times, crying and ripping up his work.
Kayin has been enrolled in the same school since kindergarten. However, Mr. Bledsoe knows that his family is originally from Nigeria and they return every summer to visit family. Although Kayin’s parents speak English fairly fluently, they have a pronounced African accent. Mr. Bledsoe remembers learning that it is an act of respect to avoid eye contact with adults in some cultures, but he cannot remember whether this is true of Nigerian culture.
Mr. Bledsoe has been hesitant to raise the possibility of a disability because he does not know how much of Kayin’s struggles can be attributed to growing up in a bicultural and bilingual home or to Kayin’s own personality.
Using the module readings, the Argosy University online library resources, and the Internet, research cultural differences related to children with exceptionalities. It may also be useful to consult CultureGrams in the online library for more information on cultures in Nigeria.
Reflect on your readings and respond to the following:
What steps should Mr. Bledsoe take to address Kayin’s challenges?
What professionals might he include to help Kayin?
What further information does Mr. Bledsoe and his colleagues need to best help Kayin? Where can he find this information?
How should Mr. Bledsoe approach the issue of cultural differences with Kayin’s parents?
What ethical dilemma(s) might Mr. Bledsoe face when considering the values, beliefs, and behaviors common in the culture of Kayin’s family within the context of the general American culture?
Write your initial response in 300–500 words. Apply APA standards to citation of sources.
.
Assignment 1 Discussion—A Life in ReviewIn late adulthood, most.docxlauricesatu
Assignment 1: Discussion—A Life in Review
In late adulthood, most people engage in a process of life review. They recall their life histories and recount them to others as well. As people review the important events from their lives, they create a picture of their lives as an integrated whole. The last stage of Erikson’s theory is called ego integrity versus despair. As people complete their life reviews, they may feel a sense of integrity. This means they look back upon their lives with a sense of fulfillment and satisfaction. Others may have a sense of despair. They often feel unfulfilled and have regret about choices they have made or events that have occurred.
Many people fear and dread the late adulthood stage of life because they believe what awaits them is ill health and cognitive decline. While that description fits some adults in later life, it certainly does not describe them all. Many older adults lead healthy, active lives and are closely connected to their families and communities.
Use your module readings and the Argosy University online library resources to research the process of life review.
Conduct your own life review and then respond to the following:
What do you look forward to about getting older?
What would you most like to look back on?
How do you view Erikson’s stage of integrity versus despair as it relates to your own life?
Support your arguments with research, citing sources.
Write your initial response in 150–200 words. Apply APA standards to citation of sources. By
Saturday, December 24, 2016
, post your response to the appropriate
Discussion Area
. Through
Wednesday, January 4, 2017
, review and comment on at least two peers’ responses. Ask a question, remark on an analysis presented, or suggest an alternative view. Be sure to formulate a thoughtful and substantive response.
.
Assignment 1 Discussion QuestionYou have been asked to develop a .docxlauricesatu
Assignment 1: Discussion Question
You have been asked to develop a compensation package for the new CEO of the hospital, the new IT manager, and a new pediatric nurse. What components will you address in each of their packages? Will you offer the same type of compensation (variable, fixed, bonuses etc.) for each? Will performance play a part in your compensation package? Provide rationale to support your viewpoint.
.
Assignment 1 Discussion—Biomes, Development, Pollution, and YouEa.docxlauricesatu
Assignment 1: Discussion—Biomes, Development, Pollution, and You
Each part of the United States has at least one ecological crisis based on location, biome, and industrialization pattern. For example, the Midwest was once a prairie with very fertile soil. However, when people realized that with the right watering and drainage system this area could become productive farmland, there arose ecological problems. The conversion of the prairie to farmland is the root cause of many ecological problems in this region.
Regardless of what biome you consider, humans have likely had an impact on the ecology of that area.
For this assignment, identify the biome in which you live. The following are a few examples of biomes:
Tropical rainforests: This biome has high average temperatures, high moisture levels, and high species diversity.
Prairies: The prairies have grassland-variable temperatures, variable moisture levels—depending on proximity to mountain ranges—and are mainly dominated by grasses and ungulate herbivores.
Deserts: These biomes have hotter average temperatures, low moisture, lower species diversity, and a composition of species limited mainly to those that are adapted to hot temperatures.
Temperate forests: The temperate forests have variable temperatures, high moisture levels, and higher species diversity.
Taigas: These biomes have colder average temperatures, lower moisture levels, and lower species diversity.
Tundras: The tundras have cold average temperatures, low moisture levels, and low species diversity.
Coral reefs: These biomes have high average temperatures and high species diversity.
Open oceans: These biomes have a wide range of temperatures and species diversity varies.
Chaparrals: The chaparrals have higher average temperatures, lower moisture levels, and are dominated mainly by grasses and shrubs.
Alpines: These biomes have low average temperatures, low precipitation, and receive high ultraviolet (UV) rays due to high elevation.
Using the readings for this module, the Argosy University online library resources, and the Internet, respond to the following:
Explain how humans have impacted the biome in which you live. List the types of environmental damage that have been caused and the species that have been impacted.
Describe the major pollution issues for your biome, and elaborate on the sources of this pollution.
List any species that have become extinct in this biome.
Support your statements with appropriate examples and scholarly references.
.
Assignment 1 Discussion QuestionTo extend its international prese.docxlauricesatu
Assignment 1: Discussion Question
To extend its international presence, Martinetti International has formed an expansion strategy focused on acquiring other like enterprises outside the European region. Martinetti, a subsidiary of a publicly owned parent company, is based in Rome where it enjoys an established brand name and superb reputation. As part of Martinetti’s globalization strategy, it has acquired Sand Coast Resort Group located in the heart of Chinatown, Singapore. Both hotel enterprises share common business values and excellent reputations, and offer high-end luxury accommodations for the local businessman and international traveler. The acquisition offers Martinetti ownership of the Sand Coast brand, trademarks, and contracts for the 9 Sand Coast hotel holdings. With this acquisition, Martinetti gains a footprint in Southeast Asia and expands its holdings 27 percent. Sand Coast has strong brand recognition in the region and has a portfolio that includes both hospitality services and travel agencies. Martinetti, a cross-culture organization, is comprised of approximately 65 percent Italian employees with the remaining representing 7 other countries and languages. San Coast also has a cross-cultural workforce with 88 percent being Singaporean of Chinese, Malay, and Indian ethnicity. Chinese is the official language.
As a member of the Martinetti management team, you have been selected to meet with the Sand Coast Resort leadership team to discuss Martinetti’s approach to market the acquisition in both countries. Your task is to convince the Sand Coast team that Martinelli has a sound strategic communications plan. Please discuss the promotional goals and cultural factors you would discuss with Sand Coast and what aspects of the recommended promotional strategy you would address.
By
Saturday, May 28, 2016
, submit your response to the appropriate
Discussion Area
. Use the same
Discussion Area
to comment on your classmates' submissions and continue the discussion until
Wednesday, June 1, 2016.
Comment on how your classmates would address differing views.
.
Assignment 1 Discussion Question Objective vs ProjectiveRecall.docxlauricesatu
Assignment 1: Discussion Question: Objective vs Projective
Recall our consultant, Keith, from Module 1. Keith has been asked to conduct a psychological evaluation on an adolescent female. Her teachers and parents are concerned that her grades have been dropping and she has been acting out.
Keith is short on time and needs to complete his assessment quickly. He likes using the MMPI-A and decides to send a protocol home for the girl to complete. Once she returns it, he’ll score it and determine if the girl’s personality is somehow influencing her grades and behavior changes.
Refer to the
Ethical Principles of Psychologists and Code of Conduct Standard 9 on Assessment
(APA, 2010).
What ethical concerns does Keith need to consider?
As Keith’s colleague, what advice can you give him based on what you have learned about psychological assessment?
.
Assignment 1 Discussion QuestionTo extend its international pre.docxlauricesatu
Assignment 1: Discussion Question
To extend its international presence, Martinetti International has formed an expansion strategy focused on acquiring other like enterprises outside the European region. Martinetti, a subsidiary of a publicly owned parent company, is based in Rome where it enjoys an established brand name and superb reputation. As part of Martinetti’s globalization strategy, it has acquired Sand Coast Resort Group located in the heart of Chinatown, Singapore. Both hotel enterprises share common business values and excellent reputations, and offer high-end luxury accommodations for the local businessman and international traveler. The acquisition offers Martinetti ownership of the Sand Coast brand, trademarks, and contracts for the 9 Sand Coast hotel holdings. With this acquisition, Martinetti gains a footprint in Southeast Asia and expands its holdings 27 percent. Sand Coast has strong brand recognition in the region and has a portfolio that includes both hospitality services and travel agencies. Martinetti, a cross-culture organization, is comprised of approximately 65 percent Italian employees with the remaining representing 7 other countries and languages. San Coast also has a cross-cultural workforce with 88 percent being Singaporean of Chinese, Malay, and Indian ethnicity. Chinese is the official language.
As a member of the Martinetti management team, you have been selected to meet with the Sand Coast Resort leadership team to discuss Martinetti’s approach to market the acquisition in both countries. Your task is to convince the Sand Coast team that Martinelli has a sound strategic communications plan. Please discuss the promotional goals and cultural factors you would discuss with Sand Coast and what aspects of the recommended promotional strategy you would address.
.
Assignment 1: Discussion Question
The Mexican ceramics folk-art firm signs a contract for the Mexican firm to deliver 1500 pieces of artwork to an Italian firm within the next 120 days. The contract is denominated in pesos. During this time the Mexican peso strengthens against the euro. What is the net profitability effect on the Mexican firm? What international market concept is demonstrated in this example? Discuss the risks associated with changing exchange rates and international commerce and provide a scenario demonstrating these risks.
By
Saturday, May 21, 2016
respond to the discussion question assigned by the faculty. Submit your response to the appropriate
Discussion Area
. Use the same
Discussion Area
to comment on your classmates' submissions and continue the discussion until
Wednesday, May 25, 2016.
Comment on how your classmates would address differing views.
**** Please provide two questions identify methods or suggetions for addressing differing views.******
.
Assignment 1 Discussion Question Accepting Cultural Differences.docxlauricesatu
Assignment 1: Discussion Question: Accepting Cultural Differences
By
Saturday, July 30, 2016
, respond to the assigned discussion question. Submit your responses to the appropriate
Discussion Area
. Use the same
Discussion Area
to comment on at least two of your classmates' submissions by the end of the week. All written assignments and responses should follow APA rules for attributing sources.
To respond to an existing posting use the
Respond
link beneath it.
Discussion Question
Earl Whitecloud is an American high-school student. He is constantly teased and bullied by his classmates because he occasionally wears clothing that represents his Native-American heritage. As a result, Earl spends most of his time at school alone, is absent far more than the average student, and performs poorly at school.
As Earl’s teacher, who acutely perceives the problem, you decide to devote a class period to talking about diversity and accepting cultural differences.
What three points will you emphasize the most and why?
Will you involve Earl in the discussion? Why or why not?
.
Assignment 1 Discussion Question Understanding Others’ Cultural Pr.docxlauricesatu
Assignment 1: Discussion Question: Understanding Others’ Cultural Practices
By
Saturday, June 18, 2016
, respond to the assigned discussion question. Submit your responses to the appropriate
Discussion Area
. Use the same
Discussion Area
to comment on at least two of your classmates' submissions by the end of the week. All written assignments and responses should follow APA rules for attributing sources.
To respond to an existing posting use the
Respond
link beneath it.
Discussion Question
Kesha has invited her friend Carrie to go home with her over the school’s short holiday break. Kesha, like many African Americans, has a rich spiritual tradition that permeates most areas of her life. In addition, Kesha is close to her immediate and extended family. Carrie, on the other hand, comes from a predominantly Caucasian Presbyterian background, is an only child, and rarely sees any of her extended family.
During her visit, Carrie is noticeably uncomfortable with the vastly different dynamics of Kesha’s family. Carrie is rethinking her friendship with Kesha and wants to withdraw from her.
How will you help Carrie understand the cultural values inherent in the African American culture and how these might be affecting her?
Suggest ways in which Kesha could build a bridge to help Carrie understand the African American culture.
.
Assignment 1: Discussion Assignment
The discussion assignment provides a forum for discussing relevant topics for this week based on the course competencies covered.
For this assignment, make sure you post your initial response to the Discussion Area by Week 5, Day 3.
To support your work, use your course and text readings and also use outside sources. As in all assignments, cite your sources in your work and provide references for the citations in APA format.
Start reviewing and responding to the postings of your classmates as early in the week as possible. Respond to at least two of your classmates. Participate in the discussion by asking a question, providing a statement of clarification, providing a point of view with a rationale, challenging an aspect of the discussion, or indicating a relationship between two or more lines of reasoning in the discussion. Complete your participation for this assignment by Week 5, Day 7.
Telemedicine: Benefits and Challanges
Telemedicine can be extremely beneficial for people living in isolated regions and is currently being applied in virtually all medical domains. To address major health issues related to affordability, access, and quality of care, healthcare providers need to consider telemedicine as a reliable option when access to traditional medicine is difficult and out of reach. Healthcare providers, however, must consider legal and ethical issues when planning, designing, and implementing telemedicine. Key among these issues are those of patient confidentiality, privacy, data security, and transmission.
•How does telemedicine differ from the traditional medicine?
•What are other legal or ethical issues involved in telemedicine?
•Which of these issues, in your opinion, will be the most difficult to address?
•What technologies or infrastructure are necessary for the successful practice of telemedicine?
•What obstacles can prevent healthcare providers from seeing telemedicine as a reliable option, even when access to traditional medicine is difficult or out of reach?
Drawing on course readings or outside scholarly sources, support
.
Assignment 1 Designing FERPA Technical SafeguardsImagine you are .docxlauricesatu
Assignment 1: Designing FERPA Technical Safeguards
Imagine you are an Information Security consultant for a small college registrar’s office consisting of the registrar and two (2) assistant registrars, two (2) student workers, and one (1) receptionist. The office is physically located near several other office spaces. The assistant registrars utilize mobile devices over a wireless network to access student records, with the electronic student records being stored on a server located in the building. Additionally, each registrar’s office has a desktop computer that utilizes a wired network to access the server and electronic student records. The receptionist station has a desktop computer that is used to schedule appointments, but cannot access student records. In 1974, Congress enacted the Family Educational Rights and Privacy Act (FERPA) to help protect the integrity of student records. The college has hired you to ensure technical safeguards are appropriately designed to preserve the integrity of the student records maintained in the registrar’s office.
Write a three to five (3-5) page paper in which you:
Analyze proper physical access control safeguards and provide sound recommendations to be employed in the registrar’s office.
Recommend the proper audit controls to be employed in the registrar’s office.
Suggest three (3) logical access control methods to restrict unauthorized entities from accessing sensitive information, and explain why you suggested each method.
Analyze the means in which data moves within the organization and identify techniques that may be used to provide transmission security safeguards.
Use at least three (3) quality resources in this assignment.
Note:
Wikipedia and similar Websites do not qualify as quality resources.
Your assignment must follow these formatting requirements:
Be typed, double spaced, using Times New Roman font (size 12), with one-inch margins on all sides; citations and references must follow APA or school-specific format. Check with your professor for any additional instructions.
Include a cover page containing the title of the assignment, the student’s name, the professor’s name, the course title, and the date. The cover page and the reference page are not included in the required assignment page length.
The specific course learning outcomes associated with this assignment are:
Describe the role of information systems security (ISS) compliance and its relationship to U.S. compliance laws.
Use technology and information resources to research issues in security strategy and policy formation.
Write clearly and concisely about topics related to information technology audit and control using proper writing mechanics and technical style conventions.
Grading for this assignment will be based on answer quality, logic / organization of the paper, and language and writing skills, using the following rubric.
Points: 100
Assignment 1: Designing FERPA Technical Safeguards
Criteria
Unacceptable
Below 60% .
Assignment 1 Describing and Applying Victimization TheoryDue Week.docxlauricesatu
Assignment 1: Describing and Applying Victimization Theory
Due Week 4 and worth 150 points
Use the Internet and your textbook to research the criminological and victimization theories presented in the group lists below. Select two (2) criminological theories (Group 1), two (2) theories of victimization (Group 2), and fill in the chart below using the following instructions. You will be graded on four (4) theories in total (not including the pre-filled example):
Group 1 - Select two (2) of the following:
Bio-social Theory; Psychological Theory; Social Structure Theory; Social Process Theory; Social Conflict Theory; Labeling Theory; or Developmental Theory.
Group 2 - Select two (2) of the following:
Deviant Place Theory; Routine Activity Theory; Deviant Lifestyle Theory; or Victim Precipitation Theory.
Summarize the theory of victimization, describing its meaning and core concepts as it relates to the nature of crime.
Identify subcategories of the theory and describe each.
Apply the theory to one (1) real life example or scenario. Briefly explain why the theory applies to the example you identified.
Use at least three (3) quality academic resources as references, such as journal articles, newspapers, magazines, and publications from law enforcement associations.
Note
: Wikipedia, blogs and similar websites do not quality as quality academic resources.
Your assignment must follow these formatting requirements:
Use the chart template located
here
.
Be typed using Time New Roman font (size 12).
Include a reference page. References in APA 6th Edition formatting should be written in Times New Roman 12 point, in alphabetical order, double-spaced, subsequent lines indented, title / journals italicized appropriately, etc.
The specific course learning outcomes associated with this assignment are:
Summarize and describe various theories of victimization as they relate to the nature of crime in democratic societies.
Apply the core concepts understood in the theories of victimization to real life criminal cases and scenarios.
Use technology and information resources to research victimization theories and criminal cases.
Write clearly and concisely about criminal justice using proper writing mechanics and APA style conventions.
Note
: This chart is just an example. Please use the Chart Template
here
to complete your assignment.
Victimization Theory
Summarize the theory of victimization, describing its meaning and core concepts as it relates to the nature of crime.
Identify subcategories of the theory and describe each.
Apply the theory to one (1) real life example or scenario. Briefly explain why the theory applies to the example you identified.
Rational Choice Theory
(This theory is completed for you as an example of how to complete the remaining theories)
According to this theory, crime is a matter of personal choice and the criminal makes a rational decision to commit the crime.
This view is that If a person is motivated, considers th.
Assignment 1 Describing and Applying Victimization TheoryDue .docxlauricesatu
Assignment 1: Describing and Applying Victimization Theory
Due Week 4 and worth 150 points
Use the Internet and your textbook to research the criminological and victimization theories presented in the group lists below. Select two (2) criminological theories (Group 1), two (2) theories of victimization (Group 2), and fill in the chart below using the following instructions. You will be graded on four (4) theories in total (not including the pre-filled example):
Group 1 - Select two (2) of the following:
Bio-social Theory; Psychological Theory; Social Structure Theory; Social Process Theory; Social Conflict Theory; Labeling Theory; or Developmental Theory.
Group 2 - Select two (2) of the following:
Deviant Place Theory; Routine Activity Theory; Deviant Lifestyle Theory; or Victim Precipitation Theory.
Summarize the theory of victimization, describing its meaning and core concepts as it relates to the nature of crime.
Identify subcategories of the theory and describe each.
Apply the theory to one (1) real life example or scenario. Briefly explain why the theory applies to the example you identified.
Use at least three (3) quality academic resources as references, such as journal articles, newspapers, magazines, and publications from law enforcement associations.
Note
: Wikipedia, blogs and similar websites do not quality as quality academic resources.
Your assignment must follow these formatting requirements:
Use the chart template located
here
.
Be typed using Time New Roman font (size 12).
Include a reference page. References in APA 6th Edition formatting should be written in Times New Roman 12 point, in alphabetical order, double-spaced, subsequent lines indented, title / journals italicized appropriately, etc.
The specific course learning outcomes associated with this assignment are:
Summarize and describe various theories of victimization as they relate to the nature of crime in democratic societies.
Apply the core concepts understood in the theories of victimization to real life criminal cases and scenarios.
Use technology and information resources to research victimization theories and criminal cases.
Write clearly and concisely about criminal justice using proper writing mechanics and APA style conventions.
Note
: This chart is just an example. Please use the Chart Template
here
to complete your assignment.
Victimization Theory
Summarize the theory of victimization, describing its meaning and core concepts as it relates to the nature of crime.
Identify subcategories of the theory and describe each.
Apply the theory to one (1) real life example or scenario. Briefly explain why the theory applies to the example you identified.
Rational Choice Theory
(This theory is completed for you as an example of how to complete the remaining theories)
According to this theory, crime is a matter of personal choice and the criminal makes a rational decision to commit the crime.
This view is that If a person is motivated, considers t.
Assignment 1 Criminal Conduct and Criminal Law Due Week 4 and wor.docxlauricesatu
Assignment 1: Criminal Conduct and Criminal Law
Due Week 4 and worth 140 points
According to the text, crime has been part of the human condition since people began to live in groups. Ancient documents indicate that conduct we now call murder, theft, or robbery was identified as criminal by civilizations that existed thousands of years ago. Criminal laws regulate human conduct and tell people what they can and cannot do and, in some instances, what they must do under certain circumstances. In this assignment, you will explore different types of criminal conduct and the goals of criminal law.
Write a four page paper in which you:
1.
Determine whether or not a conviction is feasible when an alleged perpetrator does not have the required mens rea but has engaged in the actus rea. Provide a rationale to support your position.
2.
Explain the distinction between diplomatic immunity and legislative immunity. Next, support or criticize the premise that diplomatic immunity is vital for Americans abroad.
3.
Argue for or against the theory that the courts should not hold a defendant of questionable competency to the standard sentencing guidelines. Provide a rationale to support your response.
4.
Identify the four (4) goals of criminal law, and discuss the manner in which these four (4) goals effectuate the purpose of protecting the public and preventing the conviction of innocent persons.
5.
Use at least three (3) quality academic resources in this assignment.
Note:
Wikipedia and similar type Websites do not qualify as academic resources.
Your assignment must follow these formatting requirements:
·
Be typed, double spaced, using Times New Roman font (size 12), with one-inch margins on all sides; citations and references must follow APA or school-specific format. Check with your professor for any additional instructions.
·
Include a cover page containing the title of the assignment, the student’s name, the professor’s name, the course title, and the date. The cover page and the reference page are not included in the required assignment page length.
The specific course learning outcomes associated with this assignment are:
·
Describe the nature and history of American criminal law.
·
Explain the role of individuals and federal, state, and local government agencies in crime fighting and prosecution of criminal offenses.
·
Analyze the essential legal elements of criminal conduct.
·
Use technology and information resources to research issues in criminal law.
·
Write clearly and concisely about criminal law using proper writing mechanics.
.
Assignment 1 Clinical and Forensic EvaluationsA forensic mental h.docxlauricesatu
Assignment 1: Clinical and Forensic Evaluations
A forensic mental health professional must learn to distinguish between forensic psychological evaluations and traditional clinical psychological evaluations although there are some similarities between the two.
NEED ASAP! MUST BE NEW AND ORIGINAL WORK NOT GIVEN TO OTHER STUDENTS.
Write in a clear, concise, and organized manner; demonstrate ethical scholarship in the accurate representation and attribution of sources; and display accurate spelling, grammar, and punctuation. Include citations in the text and references at the end of the document in APA format.
Tasks:
In a minimum of 300 words, identify at least one difference between the two types of evaluations (forensic psychological and traditional clinical psychological) in each of the following areas:
Interviewing
Discussion of informed consent
Testing and assessment
Writing reports
Addressing the referral question
Providing opinions and recommendations
Support your responses by citing reputable source material used for this discussion in APA format.
.
assignment 1 Do research on the web to find an example of a major .docxlauricesatu
assignment 1 : Do research on the web to find an example of a major IT-related project in which the actions of the business managers made a major difference(either favorable or unfavorable) in the outcome. Document what you think were the key actions taken by managers, and the key missed opportunities to take action.
Assignment 2 is documented below
.
2024.06.01 Introducing a competency framework for languag learning materials ...Sandy Millin
http://sandymillin.wordpress.com/iateflwebinar2024
Published classroom materials form the basis of syllabuses, drive teacher professional development, and have a potentially huge influence on learners, teachers and education systems. All teachers also create their own materials, whether a few sentences on a blackboard, a highly-structured fully-realised online course, or anything in between. Despite this, the knowledge and skills needed to create effective language learning materials are rarely part of teacher training, and are mostly learnt by trial and error.
Knowledge and skills frameworks, generally called competency frameworks, for ELT teachers, trainers and managers have existed for a few years now. However, until I created one for my MA dissertation, there wasn’t one drawing together what we need to know and do to be able to effectively produce language learning materials.
This webinar will introduce you to my framework, highlighting the key competencies I identified from my research. It will also show how anybody involved in language teaching (any language, not just English!), teacher training, managing schools or developing language learning materials can benefit from using the framework.
Synthetic Fiber Construction in lab .pptxPavel ( NSTU)
Synthetic fiber production is a fascinating and complex field that blends chemistry, engineering, and environmental science. By understanding these aspects, students can gain a comprehensive view of synthetic fiber production, its impact on society and the environment, and the potential for future innovations. Synthetic fibers play a crucial role in modern society, impacting various aspects of daily life, industry, and the environment. ynthetic fibers are integral to modern life, offering a range of benefits from cost-effectiveness and versatility to innovative applications and performance characteristics. While they pose environmental challenges, ongoing research and development aim to create more sustainable and eco-friendly alternatives. Understanding the importance of synthetic fibers helps in appreciating their role in the economy, industry, and daily life, while also emphasizing the need for sustainable practices and innovation.
The Indian economy is classified into different sectors to simplify the analysis and understanding of economic activities. For Class 10, it's essential to grasp the sectors of the Indian economy, understand their characteristics, and recognize their importance. This guide will provide detailed notes on the Sectors of the Indian Economy Class 10, using specific long-tail keywords to enhance comprehension.
For more information, visit-www.vavaclasses.com
How to Create Map Views in the Odoo 17 ERPCeline George
The map views are useful for providing a geographical representation of data. They allow users to visualize and analyze the data in a more intuitive manner.
Palestine last event orientationfvgnh .pptxRaedMohamed3
An EFL lesson about the current events in Palestine. It is intended to be for intermediate students who wish to increase their listening skills through a short lesson in power point.
The Roman Empire A Historical Colossus.pdfkaushalkr1407
The Roman Empire, a vast and enduring power, stands as one of history's most remarkable civilizations, leaving an indelible imprint on the world. It emerged from the Roman Republic, transitioning into an imperial powerhouse under the leadership of Augustus Caesar in 27 BCE. This transformation marked the beginning of an era defined by unprecedented territorial expansion, architectural marvels, and profound cultural influence.
The empire's roots lie in the city of Rome, founded, according to legend, by Romulus in 753 BCE. Over centuries, Rome evolved from a small settlement to a formidable republic, characterized by a complex political system with elected officials and checks on power. However, internal strife, class conflicts, and military ambitions paved the way for the end of the Republic. Julius Caesar’s dictatorship and subsequent assassination in 44 BCE created a power vacuum, leading to a civil war. Octavian, later Augustus, emerged victorious, heralding the Roman Empire’s birth.
Under Augustus, the empire experienced the Pax Romana, a 200-year period of relative peace and stability. Augustus reformed the military, established efficient administrative systems, and initiated grand construction projects. The empire's borders expanded, encompassing territories from Britain to Egypt and from Spain to the Euphrates. Roman legions, renowned for their discipline and engineering prowess, secured and maintained these vast territories, building roads, fortifications, and cities that facilitated control and integration.
The Roman Empire’s society was hierarchical, with a rigid class system. At the top were the patricians, wealthy elites who held significant political power. Below them were the plebeians, free citizens with limited political influence, and the vast numbers of slaves who formed the backbone of the economy. The family unit was central, governed by the paterfamilias, the male head who held absolute authority.
Culturally, the Romans were eclectic, absorbing and adapting elements from the civilizations they encountered, particularly the Greeks. Roman art, literature, and philosophy reflected this synthesis, creating a rich cultural tapestry. Latin, the Roman language, became the lingua franca of the Western world, influencing numerous modern languages.
Roman architecture and engineering achievements were monumental. They perfected the arch, vault, and dome, constructing enduring structures like the Colosseum, Pantheon, and aqueducts. These engineering marvels not only showcased Roman ingenuity but also served practical purposes, from public entertainment to water supply.
Read| The latest issue of The Challenger is here! We are thrilled to announce that our school paper has qualified for the NATIONAL SCHOOLS PRESS CONFERENCE (NSPC) 2024. Thank you for your unwavering support and trust. Dive into the stories that made us stand out!
This is a presentation by Dada Robert in a Your Skill Boost masterclass organised by the Excellence Foundation for South Sudan (EFSS) on Saturday, the 25th and Sunday, the 26th of May 2024.
He discussed the concept of quality improvement, emphasizing its applicability to various aspects of life, including personal, project, and program improvements. He defined quality as doing the right thing at the right time in the right way to achieve the best possible results and discussed the concept of the "gap" between what we know and what we do, and how this gap represents the areas we need to improve. He explained the scientific approach to quality improvement, which involves systematic performance analysis, testing and learning, and implementing change ideas. He also highlighted the importance of client focus and a team approach to quality improvement.
Instructions for Submissions thorugh G- Classroom.pptxJheel Barad
This presentation provides a briefing on how to upload submissions and documents in Google Classroom. It was prepared as part of an orientation for new Sainik School in-service teacher trainees. As a training officer, my goal is to ensure that you are comfortable and proficient with this essential tool for managing assignments and fostering student engagement.
The French Revolution, which began in 1789, was a period of radical social and political upheaval in France. It marked the decline of absolute monarchies, the rise of secular and democratic republics, and the eventual rise of Napoleon Bonaparte. This revolutionary period is crucial in understanding the transition from feudalism to modernity in Europe.
For more information, visit-www.vavaclasses.com
1. Asset Purchase Agreement
The attached draft aircraft purchase agreement has many, many
drafting errors. There is legalese, provisions are way too long,
and there is a total lack of craftsmanship. Please clean it up.
Redraft the agreement to reflect the deal below. There will be a
fair amount of revision. Do not use any supplementary sources,
other than those distributed to you in our course. Do not draft
provisions other than the ones I have specifically asked for or
those that are required because of the cascade effect (text pages
342-343). Finally, please draft an agreement from the point of
view of your client, the seller.
General Instructions
-
Draft an Agreement for Purchase and Sale of Assets (“Purchase
Agreement”) for your client who wants to sell a law practice.
-
Focus on the material covered in class (textbook, class notes,
TWEN, articles referenced, these instructions, Assignment,
including Chapters 1-12, 14, 16-18 and Chapter 32;
plus
the Material Adverse Condition article on TWEN (“The MAC
Clause: An Emperor With No Clothes”), and the following
articles in the course reader: Parol Evidence after
Riverisland
; Liquidated Damages Clauses; and the Indemnity Primer.
-
Use the Aircraft Purchase Agreement, which is posted on
TWEN, as the base document on which you will incorporate the
information and the deal points.
-
2. Clean up all language used from the form by applying what we
have covered (ie, use of “may”, “shall”, active form, no
legalese…)
-
Do not include language that is clearly not requested.
-
If given information to specify a date or amount, calculate date
or amount to get full credit.
-
13-page maximum for both documents, but the Promissory Note
cannot be longer than 1 page.
-
I reserve the right to modify these instructions and deal points
up to 1 week before the due date and time. I will accept the
latest version you send me before the due date and time.
-
Due no later than 09:00 a.m. Saturday, November 5, 2016 by e-
mail to
[email protected]
Deal Overview (may apply to purchase agreement or the Note
exhibit)
-
Your California client, a limited liability partnership whose
legal name is Bar None, LLP, but who does business as (dba)
The Top Law Firm, wants to sell substantially all of the assets
in connection with a law practice located at the building with an
address of 3333 Sunset Blvd, Los Angeles, CA. As an LLP,
your client is an entity in which the attorney-owners are
partners, but no partner is liable to any creditor of the law firm
3. nor is any partner liable for any negligence on the part of any
other partner (i.e., each partner has limited liability). The
managing partner is J.D. Advocate. The buyer, on the other
hand, is Prince Law, but – because he also wants limited
liability – he does not want to practice as a sole proprietor so he
will create a California entity called Prince Law, P.C. and
register it with the California State Bar and California Secretary
of State. The LLP is registered with the California State Bar
and California Secretary of State.
-
Purchaser is willing to pay, as the purchase price for
substantially all of the assets of the practice, the amount of
$2,500,000, based on the value determined by the seller-ordered
appraisal of the going concern and the intangible property
(goodwill). However, the intangible property to be purchased
excludes the name of the business, “The Top Law Firm.” That
name carries a lot of value developed and earned through the
years of the firm providing outstanding legal work, and seller
registered (Trademarked) and owns the name, Seller is relying
on this fact. Instead, seller will “rent” or license the name of
the business to buyer for $5,000 per month, with the first
payment due at closing, along with a signed Business Name
Licensing Agreement. Also, the assets transferred do not
include the building. Buyer will rent the building for another
$5,000 per month, with the first payment due at closing, along
with a signed Building Lease Agreement. The transferred assets
include all personal property within the building, including
office equipment, etc., so that the buyer purchases the practice
ready to start practicing. While you do not have to draft a
building lease agreement or a business name licensing
agreement, your purchase agreement does have to account for
this information.
-
Purchaser will assume, at closing, a $500,000 mortgage on the
4. building on which the practice is located. Also due at closing,
buyer will make first mortgage payment and the parties will
exchange a signed Mortgage Assignment and Assumption
Agreement, along with the other Asset Assignment and
Assumption Agreement. While you do not have to draft an
assignment and assumption agreement for the mortgage or the
purchased/transferred assets, nor do you have to draft any
mortgage loan documents, your purchase agreement does have
to account for this information.
-
Because the purchase price, net of adjustments, is still a bit too
much for buyer, buyer must seek loan financing of $500,000
during the due diligence period. Buyer promises Seller he will
try to get such a loan before closing, but if he is unable to get
the loan, Purchaser will have a walk-away right. Your client
tells you to ensure you provide appropriate qualifications so
that this is not an easy walk away right. Trying to get a loan is
not enough.
-
Buyer does have and agrees to loan seller, upon signing the
Purchase Agreement, the amount of $250,000, which $250,000
loan will be evidenced by a promissory note. The loan funds
are to be used by Seller solely to pay some outstanding tax
debts on the law practice. The $250,000 loan amount will
become a deposit upon signing the Purchase Agreement. If the
parties do not proceed to a sale (i.e. the deal does not close), the
loan will be repaid by Seller within six months.
-
The remainder of the balance is due at closing and will be paid
by wire transfer, and the closing will be in person (face-to-face)
at the location where the asset is to be transferred.
More Deal Points
5. Purchase and Sale Agreement
-
Closing is on the last day of class, but in no event later than the
last official day of the semester (drop dead closing date is at
semester’s end). Signing date is on the assignment’s due date.
Effective date is when the assignment was distributed.
-
Add recitals noting details of the promissory note, building
lease, name license, and the assignment of the mortgage, in
addition to a generic purchase and sale recital, plus any other
information that should be included in recitals, based on the
textbook.
-
Include a complete definitions section, with at least 10 defined
terms.
-
The purchase price will be paid as noted above.
-
Any confidentiality is indefinite.
-
Your client requested that a MAC clause be included to ensure
that buyer isn’t able to get out of the deal easily if there is a
change in economic conditions that affects the industry or
economy.
-
For items in which knowledge is at issue, draft appropriate
knowledge qualifiers to protect your client from overbroad reps,
warranties and covenants, yet have buyer’s reps, warranties and
covenants be as broad as possible.
6. -
California law applies.
-
There are no schedules, so make sure there is no reference to
schedules.
-
Make sure that
all
exhibits are consistent with respect to party names [preambles],
knowable dates, and signature blocks.
-
In addition to the general provisions specifically requested
elsewhere, other additional boilerplate language should address
the following: this is the entire agreement and any changes have
to be in writing; exhibits are part of the agreement; all notices
are via email only; time is of the essence; any illegal or
unenforceable provision does not invalidate the agreement;
because parties will sign the agreement simultaneously and in
person, then it canNOT be signed separately with originals later
compiled. The boilerplate for all documents (purchase
agreement and exhibits should be identical).
Please also take into account the following, if not already
addressed
:
1. Seller promised buyer that between now and the
Closing, all liens (if any) on the assets purchased/transferred
would be removed. This point needs to be covered wherever
appropriate in the Agreement. At Closing, the practice (not
including assets not transferred) will be delivered with title free
and clear of all liens and encumbrances of any nature
whatsoever. If all liens are not removed by Closing, buyer
7. would like the right not to close as well as the right to sue for
damages. As seller’s counsel, use appropriate qualifications to
protect you client.
2. Delete in whole or in part any representation and
warranty, covenant, or condition that is inapplicable to our
situation, or change it to fit the facts as described in our case.
Buyer cannot represent and warrant that it has financing now.
He asks that you draft a financing out. Do so from your client’s
perspective.
A
financing out
provides a buyer with a walk-away right if it is unable to
obtain financing. Sellers generally dislike financing outs,
fearing that they transform an obligation to purchase into an
option to purchase. Specifically, they worry that a buyer may
decide it dislikes a deal and then try to get out of it by claiming
it could not obtain any financing or could not obtain financing
on commercially reasonable terms. If that happens, a seller
could end up losing other sale opportunities, while tied up for
months in a contract with the buyer.
3. Do not delete from your agreement Sections 7.4 and 7.5
and Sections 8.4 and 8.5. (Redraft to clean up and include
appropriate qualifiers to benefit your client, but do not delete.)
4. Please move all substantive provisions that are in the
definitions article or recitals of the Agreement to the
appropriate section in the body of the agreement. Also include
whatever representations and warranties, covenants, and
conditions that the Deal Points and instructions require.
5. Seller told Buyer that The Top Law Firm is a registered
trademark. Please make sure that the contract includes this
information using the appropriate contract concept.
6. The representations and warranties have lots of
language dealing with material adverse changes to Seller’s
business. Please come up with a material adverse change type
8. standard that is more transaction specific and to your client’s
benefit.
7. Seller has agreed to have the exterior of the building
painted by the Closing. But the paint shop may have trouble
fitting in the job in between now and the Closing. If the exterior
of the building is not painted on time, the parties have agreed
that buyer doesn’t have to close.
8. Only some of the restrictions on Section 5.5 make sense
for our deal. Choose those that you think apply and make them
transaction specific.
9. The Seller and the Buyer each have conditions to their
closing obligations related to litigation. Please decide whether
each condition should cover litigation against the Seller and the
Buyer or against just one party, and if so, which party.
10. Buyer has to pay $3 million if the deal doesn’t close
because of something Buyer did wrong. Please figure out how
this interacts with the financing out. For clarity, the $3 million
payment is intended by the parties to be liquidated damages.
Make sure the provision is enforceable.
11. Eliminate references to any schedules. You could
always omit the schedule and put the information in the
agreement – if appropriate.
12. Seller is the current registered owner of Bar None,
LLP. Buyer wants to make sure that Seller gives it any
documentation that Buyer needs from Seller so that Buyer can
become the owner of this entity. Recall, Buyer is purchasing the
business, and among the assets transferred are is the entity.
[Query: What consents are needed?]
13. Buyer requests you add a representation and warranty
about existing litigation. Use appropriate language to protect
your client.
14. Additional information with respect to Buyer’s
financing plans: He is currently negotiating with three banks
and has submitted full applications to two: First National Bank
of Lex and Lex Banking, N.A. Buyer mentioned this to Seller,
and it gave Seller comfort to know this. He wants it in the
9. agreement – of course.
15. Please include the necessary provisions so that the
Agreement, once signed, supersedes other agreements prior to
that point on the subject matter hereof.
16. Include the appropriate signature lines.
17. Add only endgame provisions based on the information
provided in these instructions.
Deal Points
Promissory Note
-
Assuming the $250,000 loan amount does not become a deposit
because the deal falls through, then the loan will be repaid by
Seller within six months from the signing date. It is a six-
month loan (not a day more). The $250,000 loan amount will
bear interest at a rate of 10% per annum, simple (not
compound). Monthly payments will be interest-only,
retrospectively paid on the first of the month, with the first
payment including interest from and including the signing date
of the purchase agreement through the end of the previous
month. The last payment will not be for a full month of interest
but it will also include the principal amount (balloon payment).
In accounting for stub periods, assume a 30-day month.
Prepayment is allowed without penalty.
-
Dated same as signing date.
-
Boilerplate should be identical to that of purchase agreement.
-
Signature block(s) should not include any party that has no
obligations under the note.
-
10. Preamble information should be consistent with purchase
agreement.
Other Points (may apply to purchase agreement or the note
exhibit)
-
Buyer wants seller to represent that the appraisal is accurate.
Recall: you represent the client!
-
Buyer also wants a representation that since the appraisal, there
has not been a "Material Adverse Condition" (MAC) with
respect to the Seller or any partners. This includes any change
or occurrence that is materially adverse to the assets, liabilities,
business, results of operations and financial condition of such
entity and its partners, taken as a whole, but excluding any
effect resulting from or relating to (i) general economic
conditions, or changes affecting the industry in which such
entity primarily operates which do not disproportionately affect
such entity as compared to such entity's competitors or (ii) any
change in financial markets or economic conditions in the
United States or elsewhere.
-
Purchaser’s obligation to acquire the assets of the business
pursuant to a Purchase Agreement shall be subject to the
Purchaser’s satisfaction with the results of its due diligence
investigation of the business, but not as determined by the
Purchaser in its sole and absolute discretion, as the buyer
proposes. The Purchaser shall have reasonable access to all
documents in the possession or control of the Seller, its agents
and affiliates with respect to the business.
-
11. Other than with the express prior written consent of the other
party hereto, or to the extent required by law, neither the
Purchaser nor the Seller will disclose to the public or to any
third party the existence of the purchase agreement, the terms
thereof, the fact that the Purchaser and the Seller are
considering a proposed purchase and sale of the assets, nor the
facts and circumstances related to such transaction.
Notwithstanding the foregoing, the parties hereto may disclose
the purchase agreement, and the terms thereof, to their
respective agents, representatives, consultants, advisors,
officers, directors, employees, partners, investors or lenders,
and each party’s respective legal counsel, each of whom shall
be directed to uphold similar standards of confidentiality.
-
Seller shall indemnify, defend, hold harmless, and reimburse
Buyer against and in respect of claims,
demands
, losses, costs, expenses, obligations, liabilities, damages,
recoveries, and deficiencies, including interest and penalties,
that Buyer may incur or suffer that arise, result from, or relate
to any failure by Seller to pay or discharge any of Seller’s
liabilities and obligations prior to Closing.
-
Seller does not know, or have reason to know, of any matters,
occurrences, or other information that has
not
been disclosed to Buyer and that would materially and
adversely affect the assets purchased by Buyer or its conduct of
the business involving such assets. Moreover, no representation
or warranty by Seller in this Agreement, or any documents
furnished to Buyer by Seller, contains any untrue statement of a
material fact, or omit to state a material fact necessary to make
the statements contained in these sources accurate.
-
12. MAC is a representation, warranty, covenant and condition to
closing.
-
Purchaser wants his efforts to obtain financing are only a
representation and condition to closing. In representing your
client, you disagree with buyer’s request and draft accordingly
(i.e. to client’s benefit).
-
If not already included, add language that the purchase
agreement may not be amended or modified except by a writing
signed by all of the parties; it is binding upon and inure to the
benefit of the successors, assigns, personal representatives and
heirs, as applicable, of Seller and Purchaser; all parties
represent and warrant that they possess all necessary capacity
and authority to sign and enter into the agreement. Each
individual signing the agreement for a party which is a
corporation, a partnership, or other legal entity, or signing
under a power of attorney or as a trustee, guardian, conservator,
or in any other legal capacity, represents and warrants that he
has the necessary capacity and authority to act for, sign, and
bind the respective entity or principal on whose behalf he is
signing.
Instructions Addendum
-
In using language from the Aircraft Purchase Agreement form,
do not simply copy and paste. For full credit, you must “clean”
up language using what we have learned throughout the
semester (no legalese, active voice unless we are focusing on
the action instead of the actor, use of “may” instead of “right”
to signal discretionary authority, use of “shall” to signal
covenant, etc…). Also, clean up language in the Promissory
13. Note, in addition to including the required information.
-
Do not include language that I have specifically requested not
be included. This will lead to deductions. I do not deduct
points when language not requested is included. However, if
the instructions state NOT to include an item and you include it,
then I will deduct points.
-
If provided information to specify a date or amount, calculate
date/amount to get full credit.
-
This is intended to be a “closed” assignment in that I do not
want you to do outside research. All the material needed, and
on which you will be graded, is in the instructions, textbook,
class notes, TWEN, course reader and other class material.
-
Recall that there are contract parts that must be included in
every agreement even if not specifically requested. We have
gone over this numerous times in class.
-
This is an agreement with a “gap” period. You must apply
concepts related to “closings,” including but not limited to the
latter part of Chapter 8 and relevant exemplars in Chapter 32.
-
Note that the “Action” section for this agreement will include
items not covered in Assignment 1. Read Chapter 8 closely,
especially but not limited to issues with closings.
-
Each party needs its own stand-alone contract-concept-based
14. sections related to the “gap” period – (i) reps & warranties; (ii)
covenants; and (iii) conditions to closing. In addition, contract
concepts will appear in other contract parts throughout the
agreement.
-
Buyer has justifiably relied on the following things said by
Seller, some of which are also – or should also be - promises,
and all of which are conditions to closing: (i) there is no actual
or pending litigation involving Seller its managing partner
knows of as of signing date – add knowledge qualifier; (ii)
Seller is unaware of any information that has not been disclosed
to Buyer and that would materially and adversely affect the
assets to be purchased by buyer or the conduct of the business
to be purchased; (iii) Seller will not let anyone else use the
practice name of the business being transferred; (iv) as far as
managing partner is concerned, the practice is in compliance
with all relevant/applicable laws.
-
Don’t forget to include a non-contravention representation and
warranty for both parties.
-
At closing or before, the following items need to be delivered
by seller (in addition to other items discussed elsewhere in the
instructions): Bill of Sale, financial statements (audited and
unaudited balance sheets, income statements and cash flow
statements for the twelve months ending on the signing date); a
list of all assets owned by the law practice; proof that all taxes
– on personal property, real property and otherwise – are paid
up; certified copies of all resolutions of the appropriate entity
board approving this deal; certificate of good standing from
relevant state of the relevant entity. Delivery of these
documents is a condition to closing only. Delivery of other
items discussed elsewhere in the instructions may be reps and
15. warranties and/or covenants, as well.
-
At closing or before, the following items need to be delivered
by buyer (in addition to other items discussed elsewhere in the
instructions): certified copies of all resolutions of the
appropriate entity board of directors approving this deal.
Delivery of these is a condition to closing only. Payment
amount in requested form and other items discussed elsewhere
in the instructions may be reps and warranties and/or covenants,
as well.
-
Seller is obligated to close if the following conditions are
satisfied or waived (in addition to others noted elsewhere): (i)
all reps and warranties are true and correct on Closing Date; (ii)
all covenants are true and correct on Closing Date ; (iii) buyer
has provided proof of financing. Buyer is obligated to close if
the following conditions are satisfied or waived (in addition to
others noted elsewhere): (i) all reps and warranties are true and
correct on Closing Date; (ii) all covenants are true and correct
on Closing Date ; (iii) buyer has obtained financing; (iv) no
MAC between signing and closing.
Sale of a Law Practice
Account for the following:
-
Giving notice to clients regarding sale of practice
-
Obtaining clients’ consent to remain represented by the law firm
after the same.
-
Warranty that every client account has a written fee agreement
16. in the file.
-
Buyer wants all current attorneys to remain.
-
Buyer wants seller to guarantee that practice’s fee income for
the year after the sale will not decrease from prior year’s.
-
How ill cases in process with partially earned or contingency
fees be accounted?
-
Read and comply with California Rules of Professional
Conduct, Rule 2-300 Sale or Purchase of a Law Practice of a
Member, Living or Deceased, found at
o
http://rules.calbar.ca.gov/Rules/RulesofProfessionalConduct/Cu
rrentRules/Rule2300.aspx