Whether the buyer should acquire the assets or shares (or other interests) of the target company affects virtually every aspect of the business. Sometimes the choice for the optimal structure is clear and quickly agreed; In other cases, the parties may devote a great deal of time and resources to agreeing on this threshold. When it is time to design the final sales contract, there will be significant differences in the agreement, depending on the nature of the transaction structure agreed between the buyer and the seller. With respect to certain categories of liability, buyer wishes to exclude any debt incurred prior to the reference date as well as any debt that is not incurred in the normal transaction, including liabilities that seller must assume. In addition, a broad tax exclusion is in the best interest of the buyer in order to protect him from the tax liability that will succeed him. In addition, liability for transaction-related costs (i.e. intermediation fees) to be paid by the seller is generally excluded. What about the “Adopted commitments” and “excluded commitments” section? The assumed liabilities and exclusion provisions together describe the seller`s liabilities transferred to the buyer and those remaining with the buyer. Normalized net assets are typically included in an asset sale agreement. .