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Business Purchase Agreement Contract
"I need a Business Purchase Agreement Contract for acquiring a small manufacturing company with 50 employees, including all equipment and IP rights, with closing planned for March 2025, and I need specific provisions for environmental compliance and employee retention."
1. Parties: Identifies all parties to the agreement, including legal names and addresses
2. Background/Recitals: Provides context and purpose of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Details the assets/business being purchased and sale price
5. Purchase Price and Payment Terms: Specifies amount, payment method, and timing
6. Closing: Details closing date, conditions, and deliverables
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of the parties
9. Indemnification: Protection against losses and liabilities
10. General Provisions: Standard legal provisions including governing law, notices, etc.
1. Employee Matters: Details handling of employees post-transaction when employees are being transferred
2. Transition Services: Post-closing assistance from seller when seller's continued involvement is needed
3. Intellectual Property: Special provisions for IP transfer when IP is a significant asset
4. Environmental Matters: Environmental compliance and liabilities when business involves environmental risks
1. Asset Schedule: Detailed list of assets being transferred
2. Excluded Assets Schedule: Assets explicitly excluded from the sale
3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer
4. Material Contracts Schedule: Key contracts being transferred
5. Employee Schedule: List of employees and their terms
6. Intellectual Property Schedule: List of IP assets being transferred
7. Real Property Schedule: Details of real estate assets
8. Permits and Licenses Schedule: List of transferable permits and licenses
Authors
Acquired Assets
Assumed Liabilities
Excluded Assets
Excluded Liabilities
Business
Business Day
Closing
Closing Date
Confidential Information
Effective Date
Encumbrance
Environmental Laws
Financial Statements
Governmental Authority
Intellectual Property
Inventory
Knowledge
Law
Laws
Material Adverse Effect
Material Contracts
Ordinary Course of Business
Permits
Person
Purchase Price
Real Property
Representatives
Seller's Business
Subsidiary
Tax
Taxes
Tax Returns
Third Party
Transaction Documents
Working Capital
Employee Benefit Plans
GAAP
Indebtedness
Indemnified Party
Indemnifying Party
Losses
Purchase Price Adjustment
Tangible Personal Property
Trade Secrets
Transfer Taxes
Purchase Price
Payment Terms
Closing Conditions
Due Diligence
Representations and Warranties
Covenants
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
Intellectual Property
Real Property
Environmental Matters
Tax Matters
Indemnification
Insurance
Assignment and Succession
Force Majeure
Termination
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment and Waiver
Severability
Entire Agreement
Expenses
Third Party Rights
Further Assurances
Counterparts
Time of Essence
Survival
Asset Transfer
Liability Assumption
Working Capital Adjustment
Transition Services
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