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Home Q&A Forum Can I update an asset purchase agreement post-signing?

Business Contracts

Asset Purchase Agreement

Arizona

Asked on Oct 13, 2023

Can I update an asset purchase agreement post-signing?

I am in the process of purchasing a business, and the asset purchase agreement has already been signed. I recently became aware of some additional assets that I'd like to include in the agreement, and I'm wondering if it's possible to update the agreement post-signing to include these new assets. This purchase is critical to the success of my business, so I'm hoping to get a clear understanding of the legal implications of making changes to the agreement.

1 Attorney answer

Answer

Business Contracts

Arizona

Answered 248 days ago

Christopher I.

ContractsCounsel verified

Business Lawyer
Licensed in Indiana
Free Consultation

I am not licensed in Arizona, but feel comfortable providing a general answer about contract amendments, because the subject matter doesn’t require any specialized knowledge. Yes, you can amend nearly any agreement—including an asset purchase agreement (“APA”)—after it has been signed; provided, however, you must follow the requirements for a valid contract amendment. At minimum, you’ll need to obtain the other party’s written authorization for the amendment. Be sure to check for an “Amendments” clause in the APA (look for it under the heading “General Provisions” or “Miscellaneous Provisions”) which may introduce additional requirements, e.g., requiring that an amendment must be labeled and signed by the parties in order to be valid. Further, depending on whether you are seeking to materially alter the terms of the APA, your prospective amendment may require new “consideration”. In contract law, “consideration” generally means any type of bargained-for value that the parties exchange. Thus, if your prospective amendment would make the APA’s terms significantly more favorable to you relative to its terms pre-amendment, then such amendment might require that you give additional bargained-for value to the other party for the amendment to be legally effective. In conclusion, if you follow the requirements for a valid contract amendment, then yes, you can modify the APA and those modifications will be legally enforceable. I hope this has been helpful. If you have any specific followup questions or need a Contract Amendment drafted, I would encourage you to speak with a qualified attorney licensed in your state.

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