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You can ask a lawyer at any time for advice on the transfer of employees and TUPE as part of a property purchase. Where there are liabilities that the buyer does not incorporate into the purchase, the parties must ensure that the purchase is not made for less than the fair value of the assets and that the entity remains sufficiently capitalized after the sale to pay its debts and liabilities. Otherwise, the transaction may be considered fraudulent. The major disadvantage of an asset sale contract compared to a share purchase agreement is that each property must be transferred in accordance with its correct rules and made enforceable vis-à-vis third parties (e.g. B by consents and authorizations). This applies in particular to customer contracts, as a third party may see the transaction as an opportunity to renegotiate their contract. This could delay the deal and increase transaction costs.