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Buying & Selling a Business

What happens if the business I'm buying out of receivership still owes money on equipment leases?

TSL Written by the Treadstone Law team· Updated August 2026

In a typical asset purchase, unpaid amounts owing on the seller's existing equipment leases are a liability of the seller or the insolvent estate, not something the buyer automatically assumes, unless the purchase agreement specifically provides for the buyer to take over, or "assume," that particular lease and its outstanding obligations — which sometimes happens where the buyer actually wants to keep using the equipment going forward.

If continuing to use the equipment matters to you, you'll typically need the lessor's consent to any assignment or assumption of the lease, and you should confirm exactly what's owed and whether the lessor could otherwise repossess the equipment before the deal closes. If you don't want the equipment or its associated debt, make sure the lease is expressly excluded from what you're purchasing, so it clearly stays behind with the seller rather than being left ambiguous in the purchase agreement. Getting the lessor's position in writing before closing avoids a dispute over the equipment surfacing only after you've already taken possession of the rest of the business.

Key takeaways

  • Unpaid equipment lease debt generally stays with the seller unless expressly assumed.
  • Keeping the equipment usually requires the lessor's consent to assign or assume the lease.
  • Confirm exactly what's owed and the lessor's repossession rights before closing.
  • Expressly exclude leases you don't want so they clearly stay behind with the seller.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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