Re-trade is the renegotiation that takes place between the buyer and the seller after the terms have been agreed to by both parties. This re-trade is initiated by the buyer and it can be to seek justification for an adjustment in the buying process. Sometimes, however, the buyer may also try to take advantage of the leverage gained in this...
The basic difference between an APA and SPA is the clear itemization of assets included and excluded in the purchase. When a buyer purchases the shares of a company, this itemization is not necessary because the company's ownership transfers as is, including titles to all assets and liabilities - disclosed or undisclosed. With an asset purchase, the buyer may be selecting only specific assets, leaving behind redundant assets. Thus, the selected assets must be itemized in a schedule to the APA.
Similarly, any material contracts that are assumed, such as key customer contracts, also must be itemized in an APA because they stay with the selling company unless assigned over. As part of due diligence for an asset purchase, a buyer must ensure that all assigned customer contracts do not have specific clauses prohibiting such contract assignments.
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