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This video discusses contract consents in asset purchase transactions. In a cash asset transaction, a buyer acquires nearly all of a Target Corporation's assets. Post-closing, the buyer possesses the target's assets and assumes its liabilities, while the target uses the purchase price to settle any remaining debts and distribute cash to shareholders before dissolving. Contracts are often crucial assets and may drive the buyer's acquisition decision, such as a valuable exclusive distribution agreement. However, these contracts usually have transfer restrictions, as manufacturers may prefer to deal exclusively with the target and view the buyer as a competitor, necessitating potential negotiations.