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?
- ALiabilities tied to the purchase price allocation
- BTax liabilities from prior periods
- CObligations under contracts with anti-assignment clauses✓ Correct answer
- DAll current trade payables
Explanation
Why C — Obligations 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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