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Ok, but is the language legally binding and applicable for all business entities (LLC, C Corp, S Corp etc.), does the language properly transfer everything? I believe you buy a member's interests in an LLC but you buy the entire C corp in a corporation, is the language applicable to all entities? Also, what if the seller didn't have the proper rights to sell the business, is that my fault? For example, they sell me the business, I sell it for $1,000, then we find out they never owned it and the real owner makes a claim against me, would we have recourse against the false seller or would that be on me.
Ok but what about assets that you don't need a title/deed/stock certificate to be signed over, all you need is the business entity, and they've now signed over the business entity? In other words, what if all you needed control of was the business entity to get the assets. I'm specifically referring to unclaimed money that belongs to a business entity. If the money belongs to the entity, and I now own the entity, wouldn't I have a legal claim to it? If I now own the business, and the contract they signed and intended to transfer had the language to transfer "Seller’s ownership of the entity and/or its membership interests include but are not limited to all assets and interests in assets ...unclaimed property/assets...)"
If the owner signs over the business and all existing assets, doesn't that give me legal claim to the assets?
So is the language "agrees to sell to Buyer, all rights and interests in the Entity" applicable to buying all types of business entities (LLCs, C Corps, non-profits etc.)? Will I legally have "title" or ownership or whatever of all the business entities with that language, or what does it need to be modified to? Keep in mind the "Entity" will be defined.
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