KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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new standard DIY forms for buy - sell agreements / ISC Round Tables
July 14, 2021
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ISC round tables - call to attend and participate
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Contact Stacy Spector,Esq at 516 747 6700 x 304 or SSpector@Kirschenbaumesq.com for availability to participate
Confirmed round tables:
Monday July 19 from 2-3pm Ron Davis - discussion on selling and listing with broker
Tuesday July 20 from 11 am to 12pm Troy Iverson, Avantguard. Central station issues and what's new at Avantguard
Tuesday July 20 from 2-3pm Mitch Reitman. Selling, taxes and structuring issues
Tuesday July 20 from 4-5PM Morgan Hertel, Rapid Response. What's new at Rapid and exciting in central station operations
Wednesday July 21 from 10 -11am. Shawn Iverson, The Insurance Center. E&O coverage and insurance issues for alarm industry
Wednesday July 21 from 2-3pm Ken Kirschenbaum. Contracts and how to respond to contract challenges
Wednesday July 21 from 4-5 pm Ken Kirschenbaum. Buy - sell considerations from legal perspective. How to plan for it and what to expect
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A new standard DIY form for buy - sell agreements
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K&K is now offering as a Standard Form an agreement for Asset Purchase Agreement. [miscellaneous category] It's designed as a DIY - do it yourself, though I don't recommend that you use it except in situations I'll discuss below.
Most buy - sell agreements have to deal with many provisions that buyers and sellers are not aware of and would never think to include in an agreement. A great buy - sell agreement will address just about every issue that can cause uncertainty and give rise to a dispute, before the deal closes or worse, after the deal closes. If the agreement addresses all the issues there should be no disputes because everyone involved understood the issues and how to resolve them without litigation.
I get a lot of calls asking me to represent sellers or buyers. Often one of the first questions is how much will I charge. I'll be asked that before I even get a chance to find out anything about the seller, buyer or the deal. It's a tough question when the answer can be anywhere from $3500 to over $100,000. No matter what dollar response I give its sometimes completely out of whack because the deal is so small even a minimal fee would eat into [or if it's the buyer, add to] the sales proceeds. Sometimes the deal involves less than 100 accounts; sometimes a lot less.
Over the years I've been asked for a "form" for the buy - sell agreement. On occasion I've provided a redacted copy of an old agreement. K&K has posted on its alarm contract order page www.alarmcontracts.com a Buy Sell Asset Purchase Agreement for DIY use. We have designed it with options for each of the important issues that should be addressed in the Asset Purchase Agreement. You can give this form a try if your deal involves less than 100 accounts. We are offering a "short form" buy - sell agreement for deals with less than 50 accounts.
The form DIY agreements are designed for you to navigate through the issues selecting the options agreed upon by the parties. You can use it yourself or you can use it with your attorney, account or cousin Vinnie,ESQ who basically knows nothing about the alarm industry. These forms are Kirschenbaum Contracts ™ , a registered trademark owned by Kirschenbaum & Kirschenbaum PC and our forms are copyrighted.
You can certainly start with this DIY agreement to get a very good idea of what issues should be addressed in the Asset Purchase Agreement, and then you can seek K&K advice, counsel and representation to move forward with negotiations and consummation of the deal.
It's easy for me to recommend that you engage me for the transaction but some deals are just so small and the money insufficient to budget for legal fees, but even in these small transactions you don't want to miss important issues that can lead to unforeseen liability and aggravation, especially post-closing disputes and issues. Many of you will find that after getting these DIY agreements it makes more sense to engage K&K for the deal. Starting with the DIY form will save us a lot of time and the form may very well pay for itself in saved legal fees.
If you're coming to ISC join us at the Round Tables where these new contract forms are sure to be discussed. One of the Round Tables on July 23, 2021 at ISC is on this topic; call Stacy Spector,Esq 516 747 6700 x 304 to find out if there's room for you to participate.
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To order up to date Standard Form Alarm / Security / Fire and related Agreements, click here: www.alarmcontracts.com
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CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY
You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com
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