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Series 79: M&A, Tender Offers & Restructuring
Series 79 practice questionhardStock vs Asset Purchases

In an asset purchase, which liability most commonly requires explicit assumption or assignment by the buyer to transfer?

  1. ALiabilities tied to the purchase price allocation
  2. BTax liabilities from prior periods
  3. CObligations under contracts with anti-assignment clauses✓ Correct answer
  4. DAll current trade payables
Explanation

Why CObligations under contracts with anti-assignment clauses

Contracts with anti-assignment clauses can't transfer without consent, making them a critical negotiation issue in asset deals. The trap is thinking all liabilities transfer automatically.

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