The demise of one company creates financial opportunity for another. When one company jettisons a failing venture, another can profit through the acquisition of equipment and raw inventory at liquidation prices. The most common vehicle to accomplish such a transfer is an Asset Purchase Agreement (“APA”), which typically excludes from the transfer all of the seller’s liabilities. This often leaves the seller with inadequate cash (the sale proceeds) to satisfy the seller’s debts and, consequently, a host of angry creditors scrambling for payment.