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Business Buy Out Agreement
"I need a Business Buy Out Agreement for acquiring a small manufacturing company in California, with specific provisions for retaining key employees and protecting intellectual property, with closing planned for March 2025."
1. Parties: Identification of all parties involved in the buyout, including legal entities and their representatives
2. Background/Recitals: Context of the agreement, including business description and reason for buyout
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Detailed breakdown of consideration and payment structure
5. Closing Conditions: Prerequisites that must be met before the transaction can close
6. Representations and Warranties: Statements of fact by both parties about the business and transaction
7. Covenants: Ongoing obligations of the parties
1. Employee Matters: Terms relating to existing employees and their transfer or retention
2. Non-Compete Provisions: Restrictions on seller's future business activities to protect buyer's interests
3. Earn-Out Provisions: Additional payments based on future performance metrics
4. Transition Services: Support services to be provided by seller post-closing
1. Asset Schedule: Detailed list of assets being transferred in the transaction
2. Excluded Assets Schedule: List of assets explicitly excluded from the transaction
3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer
4. Material Contracts Schedule: List of important contracts being transferred
5. Intellectual Property Schedule: List of IP assets being transferred
6. Employee Schedule: List of employees and their key terms of employment
7. Due Diligence Checklist: Comprehensive list of documents reviewed during due diligence
Authors
Affiliate
Assets
Assumed Liabilities
Bill of Sale
Business
Business Day
Closing
Closing Date
Confidential Information
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Governing Law
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property
Inventory
Knowledge
Law
Laws
Losses
Material Adverse Effect
Material Contracts
Party
Parties
Permits
Person
Purchase Price
Real Property
Representatives
Seller's Business
Subsidiary
Tax
Taxes
Third Party
Transaction Documents
Transfer
Working Capital
Payment Terms
Purchase Price Adjustment
Due Diligence
Closing Conditions
Representations and Warranties
Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Assignment and Transfer
Transition Services
Tax Matters
Dispute Resolution
Force Majeure
Termination
Governing Law
Notices
Amendment and Waiver
Entire Agreement
Severability
Survival
Third Party Rights
Further Assurances
Assignment
Expenses
Counterparts
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