Agenda / Content Covered

All times are shown in Eastern time.

1. Preliminary Considerations and Due Diligence
   11:00 - 11:30, Julie D. Globus
   1. Asset vs. Stock Purchase vs. Merger
   2. Asset Purchase Transaction Overview
   3. Structuring Due Diligence Investigations
   4. Negotiating "Material Adverse Effect" and Other Crucial Definitions
2. Drafting Key Terms (With Examples)
   11:30 - 12:00, Julie D. Globus
   1. Defining Acquired Assets
   2. Assumed and Retained Liabilities
   3. Purchase Price and Consideration
   4. Using Earn-Outs Effectively
   5. Drafting and Negotiating Representations and Warranties
   6. Establishing the Documents to be Exchanged at Closing
3. Covenants and Conditions to Closing (With Examples)
   12:00 - 12:30, Julie D. Globus
   1. Establishing Pre-Closing and Post-Closing Covenants for Both Sides
   2. Restrictive Covenant Provisions - Best Practices for Drafting
   3. Negotiating and Drafting Closing Conditions
4. Indemnification and Liability Limitation (With Examples)
   12:45 - 1:15, Julie D. Globus
   1. Drafting and Negotiating Indemnification Clauses
   2. Enforceability Avoidance Issues
   3. Managing Risk Through Insurance
   4. The Assumed Liability Exclusion
   5. Reviewing Additional Insured Coverage
5. Termination and Dispute Resolution Clauses (With Examples)
   1:15 - 1:45, Julie D. Globus
   1. Termination Rights and Remedies - Dos and Don'ts
   2. Structuring Arbitration Clauses
   3. Jurisdiction and Venue Provisions
   4. Employment and Other Miscellaneous Clauses
6. Tax Updates and Key Issues
   1:45 - 2:15, Mark S. Cherry
   1. How Recent Rule Changes Affect Asset Purchases
   2. Purchase Price Allocation - Asset Classes
   3. Installment Sales
   4. Reviewing Common Tax Calculation Scenarios

Accreditation Details:

MARK S. CHERRY is an attorney with Mark S. Cherry Attorney at Law, PC, which is a general practice professional law firm in Cherry Hill, New Jersey that, in addition to the general practice of law, assists homeowners across New Jersey. His firm has extensive experience in foreclosure prevention, real estate, tax law and bankruptcy law. Mr. Cherry is admitted to practice in New Jersey, Pennsylvania, Federal District Courts, Bankruptcy Court, Federal Court of Appeals and U.S. Tax Court. In addition to being an accredited civil mediator, he is also the member of the American Institute of Certified Public Accountants (AICPA), American Association of Attorney-Certified Public Accountants (AAA-CPA), and New Jersey Association of Professional Mediators (NJAPM). He earned his J.D. degree from the Delaware Law School of Widener University. Before that he earned his B.B.A. degree from Temple University (Moot Court Honor Society).

JULIE D. GLOBUS is a partner with the law firm of Sabharwal Globus & Lim LLP, in West Nyack, New York, where she practices in the areas of purchase and sale of debt of distressed companies, international mergers and acquisitions, leverage acquisitions, mergers and acquisitions, and finance. Ms. Globus is an associate member of the Association of Certified Fraud Examiners. In the context of her established information wall and compliance practice, she has expanded to assist her clients with building an architectural framework for compliance with state and federal securities and finance laws, and in establishing strong internal controls. Ms. Globus earned her B.A. degree from Skidmore College, her M.A. degree from Hebrew University of Jerusalem, and her J.D. degree from Rutgers State University of New Jersey-Newark Campus.