In a recent case in the state of New York, an issue arose regarding the Asset Purchase Agreement (APA). The defendants were in the business of installing, servicing and monitoring fire alarm systems. The plaintiff sought to purchase the defendants’ business pursuant to an APA, which was signed by the parties.
The purchase price was dependent on the revenues received from existing customers, and the APA required the parties to work together to determine which contracts were to be included in the purchase price. The details of the contracts were to be compiled in a “Closing Date Statement” that was to be generated by November 20 for a December 1 closing.