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Business Transaction FAQs

What is a UCC-1?

A UCC-1 is an instrument that is filed (typically at the county and/or state level) by a creditor to secure assets of a borrower.

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What Does “Recast” Mean When Selling a Business?

The term “recast” simply means modifying your businesses’ financial information to reflect the actual value you receive from your business.

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What assets do I acquire when buying a car wash?

You will be acquiring…

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What is an “Intent to Use” trademark application?

An “Intent to Use” trademark application allows the applicant to file a trademark application with the United States Patent and Trademark Office before utilizing the trademark in commerce.

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Can I file a trademark application before I use the trademark?

Yes. You can file what is called an “Intent to Use” trademark application with the United States Patent and Trademark Office before you use the trademark in commerce.

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What territory does my registered trademark cover?

Obtaining trademark registration through the United States Patent and Trademark Office will only protect your trademark within the United States.

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Where should my trademark be filed?

Every business is different but as a general rule, your trademark should be filed in…

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Can a color be trademarked?

Yes. A color can be trademarked if the color is so associated with the source of the goods that consumers automatically identify the color with the good or service.

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Can a design be trademarked?

Yes. A design can be trademarked if the design of the good or packaging is a source indicator for the good.

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Can a geographic term be trademarked?

In certain instances, a geographic term can be trademarked.

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What is trade dress?

Trade dress is the total image of a good as defined by its overall composition and design, including size, shape, color, texture, and graphics.

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What does a trademark’s “International Class” mean?

The “International Class” relates to a classification system established by the World Intellectual Property Organization to classify the goods and services one associates with the trademark.

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What does an “Office Action” mean?

An “Office Action” is a response to a trademark application by the United States Patent and Trademark Office examiner stating that the there is an issue with the trademark application and that the trademark application will be rejected if no action is taken.

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What factors will be considered to determine confusingly similar trademarks?

Generally, courts will look at the following factors to determine whether two trademarks are confusingly similar to each other and likely to cause confusion…

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What should I do if I receive a cease and desist letter?

The best thing you can do is contact an attorney that is knowledgeable in intellectual property matters as soon as possible.

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What is the difference between “SM” and “TM” symbols?

The “SM” symbol is associated with service marks, which are words, symbols and/or designs associated with a service.

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What is the difference between “TM” and “®” symbols?

The “TM” symbol can be used by anyone who is making some type of claim to a set of words, symbols and/or designs.

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What do I have to do once my trademark is registered?

Obtaining a registered trademark is just the beginning. In order to maintain the protection afforded by the registered trademark, you have to…

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What is a Trademark?

A trademark is something that identifies and distinguishes the source of one’s goods or services.

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What is the Difference Between a Trademark, Copyright and Patent?

A trademark is comprised of words, symbols, designs and/or colors which identify the source of the goods or services.

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How Long is a Trademark Valid For?

A trademark has the potential to last indefinitely.

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When Can I Use the “®” Symbol?

The “®” symbol signifies that you have obtained a registered trademark with the United States Patent and Trademark Office.

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When Can I Use the “TM” Symbol?

The “TM” symbol can be used at anytime if you feel that you have some claim to a trademark.

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What Factors should be Considered when Purchasing a Gas Station.

When buying a New York or New Jersey gas station consider that some of the primary rights that you will be acquiring relate to the property location and lease, the pumps, tanks and agreements with fuel suppliers.

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What is a Member of a Limited Liability Company?

The "members" of a limited liability company (LLC) are the individual owners of the LLC.

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What is an Operating Agreement?

The term "operating agreement" relates to limited liability companies and refers to the written agreement among the members of an LLC respecting the management of the LLC's affairs and the rights of the members respecting one another and as to the LLC.

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What is the Owner of an LLC Called?

The owner of a limited liability company ("LLC") is called a "member".

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What is a "Manager" of a Limited Liability Company?

The "manager" of a limited liability company (LLC) is the designated individual responsible for the management of the LLC.

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Is New Jersey bulk sales law applicable to a stock sale?

When you buy a business in New Jersey, state law requires the business purchaser to issue the "pre-closing" notification of the proposed business sale.

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What are some possible contingencies in convenience store purchase contracts?

If you are planning to buy a convenience store in New York or New Jersey then there are some contingencies that you need to be aware of.

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What Happens if a Franchisee Dies?

When a franchisee dies, the fate of the franchise will depend on the laws of the state where the franchise is located.

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What does a guarantor in a commercial lease do?

A guarantor in a commercial lease essentially gives a "personal guarantee," which will finalize a commercial lease agreement.

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Are partnership agreements required in the State of New York?

They are not "required," but certainly are recommended.

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What is a Lease Agreement Good-Guy Guarantee?

Good-guy guarantees in lease agreements are personal guarantees that are limited.

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What are Business Opportunity Laws?

Business opportunity laws are similar to franchise laws.

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Is New York a Business Opportunity State?

No. New York State has not enacted and does not require the registration of "business opportunities".

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What is a Shareholder Agreement?

Shareholder agreements are the governing agreements between shareholders of a corporation.

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What is a "Merger Clause"?

A "merger clause" is an important provision added to a written business agreement.

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What is an "employee confidentiality agreement"?

There are many forms of confidentiality agreements.

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What is the "Industrial Site Recovery Act"?

The Industrial Site Recovery Act ("ISRA") is a New Jersey law (N.J.S.A 13:1K-6) that regulates and mandates disclosures and remediation/cleanup obligations on business owners prior to closing or selling a business specifically identified under ISRA as an "industrial establishment".

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What is a Stock Sale?

When dealing with business purchase and sale transactions, a "stock sale" represents an alternative method for the acquisition of a business.

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What is an "asset purchase agreement"?

An asset purchase agreement is a legal contract providing for the transfer and sale of the assets of a business.

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What is a Lease Use Clause?

The "use clause" contained in a business lease is a critical section that identifies what type of business - including the products that you may sell and the services that you may offer - that you may operate from the leased premises.

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