Month: August 2023

Dental Acquisitions can be stressful and complicated, but having an asset agreement in place can help simplify the process. An asset agreement is a contract between a buyer and a seller in a dental acquisition that outlines the terms of a sale, including the price, liabilities, and responsibilities of each party. This agreement is critical for protecting both parties involved and ensures that the transaction is successful. In this blog post, we will discuss how an asset agreement can benefit your practice when it comes to dental acquisitions in Oklahoma.

What is an asset agreement?

An asset agreement is a legal document used in Oklahoma dental acquisitions to define the terms of the purchase and sale of the practice. This includes both hard assets and goodwill. The agreement outlines the conditions of the purchase and sale, such as the transfer of title of the property and assets, the assignment of rights and liabilities associated with the practice, and payment schedules. For dentists looking to purchase or sell a practice, having an asset agreement in place is essential for protecting their interests and ensuring a successful transaction. A dentist considering a dental acquisition should consult an experienced attorney to help draft a comprehensive asset agreement. A comprehensive asset agreement can help ensure that all facets of the acquisition are properly addressed, including the transfer of hard assets and goodwill from one dentist to another. Goodwill involves intangible items such as reputation, customer lists, patient files, vendor lists, licenses, and more, while hard assets refer to tangible items like furniture, equipment, office supplies, computers, etc. The asset agreement should specify which items are part of the acquisition and should be signed by all parties involved in the transaction. By utilizing an asset agreement during the dental acquisition process, dentists can make sure that they are entering into a legally binding contract that protects all parties involved and ensures that everything runs smoothly.

Why is an asset agreement important?

An asset agreement is important as it sets out the specific terms of the purchase, allowing for an easy transition for both parties. It helps protect the seller by ensuring that all hard assets and goodwill are accounted for. Additionally, it helps protect the buyer by outlining all expectations and responsibilities associated with the acquisition. With an asset agreement, buyers know exactly what type of equipment and materials they are purchasing, while sellers know how much compensation they will receive for any hard assets or goodwill being transferred over. Furthermore, any potential liabilities or obligations of either party can be clearly specified so there won’t be any confusion or disagreements down the road. Having this level of transparency upfront can save everyone time and money in the long run. Ultimately, it’s important to remember that an asset agreement is an essential part of any dental acquisition in Oklahoma.

How can an asset agreement help protect your practice?

An asset agreement is legally binding and sets forth the terms of a dental acquisition in Oklahoma. By signing an asset agreement, both parties are agreeing to transfer the ownership of the practice in a way that is legally recognized and enforceable. If one of the parties breaches the asset agreement, either party can bring legal action against the other in a court of law. The asset agreement serves as proof that a transfer of ownership has taken place and it serves to protect the rights of each party. Without an asset agreement, it would be difficult for either party to prove ownership or breach of contract in a court of law. An asset agreement can also provide additional protection for the acquirer, as it outlines in detail which assets are being transferred and any obligations associated with the acquired business. This helps to ensure that the acquirer is not responsible for any unexpected debts or other liabilities associated with the acquired business. By having an asset agreement in place, both parties have a better understanding of their respective roles and obligations, as well as a clear plan for transitioning ownership. This makes it easier to resolve any potential disputes that may arise and safeguards that both parties can move forward with their dental acquisition in Oklahoma with confidence.

Benefits of Hiring an Attorney for Your Dental Acquisition

An attorney can help you navigate the complexities of a dental acquisition and ensure that your rights and interests are properly protected. They can assist with drafting and negotiating the asset agreement, which will set forth the terms and conditions of the transaction. Having an attorney on your side can help ensure that you get the best deal possible when it comes to purchasing or selling a dental practice. An attorney can review the documents associated with the acquisition, including the asset agreement, purchase agreements, and loan documents. They can also provide advice regarding any issues that may arise during the transaction, such as taxes, insurance, and licensing requirements. An experienced attorney will help protect your hard assets and goodwill by ensuring that all aspects of the transaction are addressed by the law. An attorney can also help you assess any potential risks or liabilities that may be associated with the acquisition. Additionally, they will guide you in understanding the complex legal and financial aspects of a dental acquisition.

Overall, hiring an experienced attorney for a dental acquisition can be highly beneficial. An experienced attorney can provide invaluable guidance and advice throughout the transaction process and ensure that your interests are properly protected. If you are seeking an attorney for your dental acquisition, call Aaron Bruner, Attorney at Law today.

In a dental acquisition, the purchase price paid for the assets of the practice needs to be allocated among the specific assets acquired. This process is known as an Asset Purchase Allocation (APA) which is used in dental practice acquisitions where the buyer acquires the assets of the dental practice, rather than the entire business entity. The purpose of an APA is to allocate the purchase price paid for the assets among the specific assets acquired. The APA is important for both the buyer and the seller, as it provides a clear understanding of the value of each asset and helps to avoid disputes in the future. The allocation of the purchase price also has significant tax implications for both parties.

What Does a Purchase Allocation Consist of?

The APA will typically identify and assign values to each asset acquired, such as equipment, furniture, supplies, and patient records. It will also allocate a portion of the purchase price to goodwill, which represents the value of the business, including its reputation, customer base, and other intangible assets. The allocation of the purchase price is important for tax purposes, as it determines the tax treatment of the transaction for both the buyer and the seller. The seller will need to report the gain or loss on the sale of each asset on their tax return, while the buyer will need to use the allocated values to determine the tax basis of the assets acquired.

The components of an APA typically include the following:

• Tangible assets: This includes physical assets such as equipment, furniture, and supplies. These assets have a specific value that can be determined based on their fair market value at the time of the acquisition.
• Intangible assets: This includes assets such as patents, trademarks, and copyrights. These assets have value based on their ability to generate income for the business.
• Goodwill: This represents the value of the business as a whole, including its reputation, customer base, and other intangible assets that are not separately identified. Goodwill is often the largest component of an APA and is calculated as the excess of the purchase price over the fair market value of the identified tangible and intangible assets.
• Liabilities: The buyer will also assume certain liabilities as part of the acquisition, such as accounts payable, loans, and leases. These liabilities will reduce the purchase price and must be accounted for in an APA.
• Allocation percentages: Once the value of each component has been determined, the APA will allocate a percentage of the purchase price to each component. The percentages are typically based on the fair market value of each asset or liability acquired.

Overall, an Asset Purchase Allocation is a key aspect of dental practice acquisitions that helps to ensure a smooth transaction and avoid potential disputes in the future.

Consequences of Not Having an Asset Purchase Allocation

Not having an Asset Purchase Allocation (APA) in a dental acquisition can have several negative consequences for both the buyer and the seller. The following are some potential consequences:

• Disputes over asset values: Without an APA, there may be disputes between the buyer and the seller over the value of specific assets acquired. This can lead to delays in closing the transaction and potential legal disputes.
• Incorrect tax treatment: Without an APA, it can be difficult to accurately determine the tax treatment of the transaction. This can result in overpayment or underpayment of taxes, which can lead to additional taxes, penalties, and interest.
• Inability to allocate goodwill: Without an APA, it can be difficult to allocate a value to goodwill, which is an important component of the purchase price. This can result in the seller not being able to take advantage of tax benefits associated with goodwill.
• Incomplete asset transfer: Without an APA, it may be unclear which assets were included in the acquisition, leading to potential gaps in the transfer of assets. This can result in the buyer not having access to key assets, such as patient records or equipment, which can negatively impact the value of the acquisition.
• Inability to accurately value the practice: Without an APA, it may be difficult to accurately value the dental practice, which can impact the negotiation of the purchase price and potential financing of the acquisition.

In summary, not having an Asset Purchase Allocation in a dental acquisition can lead to disputes, incorrect tax treatment, incomplete asset transfer, and difficulty in accurately valuing the practice, all of which can negatively impact the transaction for both the buyer and the seller.

How Can an Attorney Help in an Asset Purchase Allocation?

An attorney’s role in an APA can be crucial in ensuring that the allocation is conducted correctly. The attorney can provide legal guidance to the buyer and the seller on various aspects of the transaction and ensure that their wants and needs are acknowledged.

The following are some specific ways in which an attorney can be involved in the APA process:

• Negotiating the purchase agreement: The attorney can review and negotiate the purchase agreement to ensure that it accurately reflects the terms of the APA. This can include ensuring that the assets and liabilities to be acquired are clearly identified, and the purchase price is properly allocated.
• Identifying and valuing assets: The attorney can assist the buyer and the seller in identifying the assets to be acquired and determining their fair market value. This can be particularly important for intangible assets, such as patents or trademarks, which can be difficult to value.
• Drafting the APA: The attorney can draft the APA to accurately reflect the agreed-upon allocation of the purchase price among the various assets and liabilities. This can include specifying the allocation percentages for each asset or liability and identifying any contingencies or conditions that must be met before the allocation becomes final.
• Tax implications: The attorney can advise the buyer and the seller on the tax implications of the APA and ensure that the allocation is structured in a tax-efficient manner. This can include minimizing the tax liability for both parties and ensuring that the transaction is properly reported to the Internal Revenue Service.

In summary, an attorney’s role in an Asset Purchase Allocation is to guide the allocation in an accurate and efficient manner and protects the interests of both parties throughout the transaction. If you are seeking an attorney for your dental acquisition, call Aaron Bruner, Attorney at Law today.

A dental acquisition restrictive covenant agreement is a legal agreement that is commonly used in the dental industry when a practice is sold to a new owner. The purpose of the agreement is to protect the seller’s interests and prevent them from competing with the new owner after the sale. The agreement typically includes a non-compete clause, which prohibits the seller from practicing dentistry within a certain geographic area and for a certain period. This is designed to prevent the seller from taking their clientele and opening a new practice nearby. In addition to the non-compete clause, the agreement may also include other restrictive covenants, such as non-solicitation clauses, which prohibit the seller from soliciting the practice’s employees or customers. The terms of the agreement will vary depending on the specific circumstances of the sale and the preferences of the parties involved. In this blog, we will discuss the importance of a restrictive covenant agreement and the different clauses that make up a clear and satisfactory agreement.

Why is a Restrictive Covenant Agreement Important?

This agreement is significant because it safeguards the buyer’s investment in the dental practice by preventing the seller from using their knowledge and expertise to establish a competing practice that could potentially draw clients away from the new owner. Some of the specific benefits of a well-drafted restrictive covenant agreement in dental acquisitions include:

• Protecting the goodwill of the practice : The buyer’s investment in the practice is largely based on its established reputation and loyal client base. If the seller were to start a competing practice in the same area, it could erode this goodwill and negatively impact the buyer’s financial returns.
• Preserving patient relationships : Patients often develop close relationships with their dentist over time and may choose to follow the seller to a new practice if given the option. A restrictive covenant agreement can help prevent this from happening by limiting the seller’s ability to solicit patients from the old practice.
• Maintaining the value of the practice : A competing practice could also decrease the overall value of the practice if it results in a loss of clients and revenue. By preventing the seller from starting a new practice in the same area, the buyer can preserve the value of their investment.
• Providing legal protection : A well-drafted restrictive covenant agreement can provide legal protection for the buyer in the event of a breach. It can also help prevent disputes from arising by setting transparent expectations and guidelines for both parties.

A substantial level of value resides in the good will of the dental practice. By implementing a restrictive covenant agreement, you can preserve and develop on the goodwill you purchased through the acquisition.

The Clauses of a Restrictive Covenant Agreement

There are two different clauses you can put into a restrictive covenant, a Non-Compete and a NonSolicitation clause. Restrictive covenant agreements typically contain several clauses to define the terms and conditions of the agreement, as well as to ensure that both parties are aware of their rights and responsibilities. Here are some reasons why you need clauses in a restrictive covenant agreement:

• Clarity and specificity : Clauses provide clear and specific language that outlines the scope and duration of the restrictive covenant. This helps to avoid any misunderstandings or confusion about what is expected of each party.
• Protection of interests : Clauses help to protect the interests of both parties by outlining the specific rights and obligations of each party. This can help to prevent disputes and legal challenges down the line.
• Enforceability : Clauses help to ensure that the restrictive covenant is legally enforceable. By including specific language and terms, the agreement is more likely to be upheld in court if either party breaches the terms of the agreement.
• Flexibility : Clauses can also provide flexibility by allowing for modifications or amendments to the agreement if circumstances change.

A non-compete clause in a restrictive covenant agreement is a provision that restricts the seller of a dental practice from competing with the buyer after the sale is completed. This clause is designed to protect the buyer’s investment in the practice and prevent the seller from taking away valuable patients and clients. Typically, a non-compete clause will specify a geographical area within which the seller is prohibited from competing with the buyer, as well as a time-period during which the restriction is in effect. For example, the clause may prohibit the seller from practicing dentistry within a 50-mile radius of the practice for a period of two years after the sale. The specific terms of the non-compete clause will vary depending on the circumstances of the acquisition and the preferences of the parties involved However, it is common for such clauses to be included in dental acquisition restrictive covenant agreements to protect the interests of the buyer and ensure the long-term success of the practice.

A non-solicitation clause in a restrictive covenant agreement is a provision that restricts the seller of a dental practice from soliciting the clients, customers, or patients of the practice after the sale is completed. It’s worth noting that a non-solicitation clause may be different from a non-compete clause, which restricts the seller from competing with the buyer in a specific geographical area or market segment for a certain period of time. While the two clauses may be included in the same agreement, they serve different purposes and have different restrictions. The non-solicitation clause typically specifies a period during which the seller is prohibited from soliciting clients, as well as the types of clients that are covered by the restriction. For example, the clause may prohibit the seller from soliciting any clients of the practice for a period of one year after the sale.

Overall, clauses in a restrictive covenant agreement are essential for creating a transparent and enforceable agreement that protects the interests of both parties and helps to prevent disputes or legal challenges.

An Attorney’s Role in a Restrictive Covenant Agreement

Overall, a restrictive covenant agreement is an important tool for protecting the buyer’s investment in a dental acquisition and ensuring a smooth transition of ownership. It is important to work with experienced legal counsel to ensure that the agreement is fair, enforceable, and tailored to the specific needs of the parties involved.

If you are needing representation or have questions about leasing, buying, or selling a dental practice, do not hesitate to contact Aaron Bruner, Attorney at Law at (918) 392-9672.

When acquiring a dental practice, one of the most critical components to consider is the provider agreements. These agreements are contracts between the dental practice and third-party payers, suchas insurance companies, that dictate how much the practice will be reimbursed for services rendered. Understanding these agreements and negotiating favorable terms can greatly impact the financial success of the practice. In this blog, we will explore the importance of provider agreements in dental acquisitions and provide insights on how to navigate the negotiation process. Whether you are a buyer or seller of a dental practice, understanding provider agreements is crucial for a successful transaction.

What is the Purpose of a Provider Agreement?

The purpose of provider agreements in dental acquisitions is to ensure that the acquiring dental practice can continue to provide services to patients and receive reimbursement from third-party payers. These agreements outline the terms and conditions of the relationship between the dental practice and the payer, including the fees that will be paid for services rendered and the procedures that are covered under the plan. It is essential for both the acquiring practice and the payer to have a clear understanding of these agreements to avoid any confusion or disputes that could result in lost revenue or legal action. The terms of provider agreements can also impact the value of the dental practice, making it essential for both the buyer and the seller to negotiate favorable terms during the acquisition process.

What are the different functions of a Provider Agreement?

There are several components of a provider agreement in dental acquisitions that are important to consider:

• Firstly, the agreement will specify the fees that will be paid to the dental practice for services rendered. These fees may be based on a fee-for-service model or a capitation model, where the practice is paid a fixed amount per patient enrolled in the plan.
• Secondly, the agreement will outline the procedures that are covered under the plan and any limitations or exclusions.
• Thirdly, the agreement will specify the administrative requirements of the payer, such as claims submission and payment processing.
• Fourthly, the agreement may include provisions for quality assurance, such as performance standards or reporting requirements.
• Finally, the agreement may include provisions for termination or modification, detailing the circumstances under which the agreement can be terminated or modified, and the notice required to do so.

It is essential to carefully review each of these components and negotiate favorable terms during the acquisition process to ensure the financial success of the dental practice.

How can an Attorney Assist you in a

In conclusion, an attorney can play a critical role in the negotiation and drafting of a provider agreement in dental acquisitions. With their expertise and experience, an attorney can help ensure that the agreement is fair, legally binding, and aligned with the goals of the dental practice. They can help identify potential issues or pitfalls in the agreement and negotiate favorable terms on behalf of the practice. Additionally, an attorney can provide guidance on any regulatory requirements or compliance issues that may arise. Overall, working with an attorney can provide peace of mind and help to ensure the long-term financial success of the dental practice. If you are seeking an attorney for your dental acquisition, call Aaron Bruner, Attorney at Law today.

If you are involved with construction as the owner of real estate or as a contractor, you might have heard of a mechanic’s lien. Depending on the location you work, a mechanic’s lien can also be referred to as a property lien or construction lien. If you’re new to the construction sector and want to know about these legal documents, you’re in the right place. We’ll explain what the mechanic’s lien is, how long you have to file it and more concerning the same.

What Is a Mechanic’s Lien and Its Purpose?

Almost everyone knows the meaning of mechanics, but the truth is a mechanic’s lien has nothing to do with mechanics. Instead, a mechanic’s lien is a legal document that reserves someone’s right to ask for compensation in the event of nonpayment by the person or organization that commissioned them to do some work.

Usually, mechanic liens are filed by suppliers, subcontractors or contractors who have yet to receive any payment for a project they completed or for materials supplied on someone’s real property or a house or land.

It is essential to know that a mechanic’s lien is state specific. You should consult with the mechanic’s lien attorney near you about the specific time limitations for when a lien can be filed, as each state has its time limitation for private and public property.

Therefore, when you file a mechanic’s lien, the owner of a property or construction may be compelled to resolve the lien as soon as possible. This is because the property cannot be sold while the lien is in effect. Any buyer who wants to purchase the property will see the lien in place, which will put them off. This is because if the potential buyer goes ahead and purchases the property, they are held accountable for the liens linked to the property.

When Should a Mechanic’s Lien Be Filed?

As mentioned earlier, a mechanic’s lien is highly state-specific, so you need to check with the mechanic’s lien lawyer in Tulsa to know the time limitation in Oklahoma. For instance, in New York, a mechanic’s lien must be filed within eight months of when the last job was done, or materials were provided. However, if the lien is against a single-family home, the lien must be filed within four months.

Therefore, you should consider the local law and practice because of such minor distinctions, as they can affect the validity of the lien you filed. This is why you should speak with a lawyer from your jurisdiction specializing in construction law.

Besides filing the mechanic’s lien on time, other basic requirements need to be accurate on your lien. They include:

• Your name and address.
• The name of who you worked for.
• Total value you contracted for.
• The name of the owner.
• Description of the construction property or materials supplied that you are filing the lien against.
• The outstanding amount owed to you.

You might have met all the deadlines, but if you fail to provide accurate information about any of the above-mentioned basic requirements, your mechanic’s lien becomes void. Fortunately, if you follow every detail of the book and submit your lien on time, you might find there are many benefits of this legal document.

What Are the Benefits of a Mechanic’s Lien?

Filing for a mechanic’s line has many benefits for you and your company. Some of the benefits include:

• A mechanic’s lien pressures the owner and the general contractor to settle the lien. This ensures that the owner maintains a clear security interest in the property.
• The lien creates a specific deadline for when litigation will begin if the payment has yet to be settled.
• A well-filed mechanic’s lien is very difficult to challenge.
• When you file a mechanic’s lien, you can file a suit against the property owner and not just the general contractor or the subcontractor. This means that the owner will see the lien, which increases the probability of getting paid.
• If the debtor fails to pay or files for bankruptcy, the lien gives you (the claimant) the legal right to collect from the real estate or property. The estate can be sold to pay the money owed.
• Filing a lien shows the parties involved that you’re serious about getting paid.

A mechanic’s lien can give you the confidence that your work will not go unpaid. However, you need to consult with the lawyers near you to ensure that you’ve included every detail required for a mechanic’s lien to make it valid in court.