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Purchase Agreement For Buying A Business
"I need a Purchase Agreement For Buying A Business to acquire a small manufacturing company with 50 employees, including provisions for equipment transfer and a 12-month transition period where the current owner will stay on as a consultant, planned for closing in March 2025."
1. Parties: Identification of buyer and seller, including legal entities and addresses
2. Background/Recitals: Context of the transaction and basic information about the business being sold
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including assets/shares being purchased and price
5. Purchase Price and Payment Terms: Detailed breakdown of consideration and payment structure
6. Closing: Timing and mechanics of closing the transaction
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 liability allocation
1. Employee Matters: Provisions dealing with the treatment of employees post-closing, including benefits, compensation, and transition arrangements
2. Transition Services: Details of post-closing support services to be provided by seller to ensure business continuity
3. Non-Competition: Restrictions on seller's future business activities to protect buyer's interests in the acquired business
4. Earn-out Provisions: Mechanisms for additional payments based on future business performance metrics
1. Asset Schedule: Detailed list of tangible and intangible assets being transferred in the transaction
2. Excluded Assets Schedule: Comprehensive list of assets explicitly excluded from the sale
3. Assumed Liabilities Schedule: Itemized list of liabilities being assumed by buyer as part of the transaction
4. Material Contracts: Schedule of key agreements being transferred as part of the business sale
5. Intellectual Property Schedule: Inventory of all IP assets including patents, trademarks, copyrights, and trade secrets
6. Employee Schedule: List of employees with key employment terms, benefits, and compensation details
7. Real Property Schedule: Details of all owned and leased properties included in the transaction
8. Permits and Licenses: Comprehensive list of transferable permits, licenses, and regulatory approvals
Authors
Assets
Assumed Liabilities
Business
Business Day
Closing
Closing Date
Confidential Information
Contracts
Deposit
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
Intellectual Property
Inventory
Knowledge
Law
Material Adverse Effect
Material Contracts
Permits
Person
Purchase Price
Purchase Price Adjustment
Real Property
Representatives
Seller's Business
Subsidiary
Tax
Taxes
Third Party
Transaction Documents
Transfer Taxes
Working Capital
GAAP
Indemnified Party
Indemnifying Party
Losses
Due Diligence
Escrow Amount
Escrow Period
Earn-out Payment
Employee Benefit Plans
Environmental Laws
Intellectual Property Rights
Material Customers
Material Suppliers
Ordinary Course of Business
Purchase Price
Payment Terms
Adjustments to Purchase Price
Due Diligence
Conditions Precedent
Representations and Warranties
Covenants
Closing Conditions
Closing Mechanics
Employee Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Assignment
Transition Services
Tax Matters
Environmental Matters
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment and Waiver
Severability
Entire Agreement
Further Assurances
Survival
Assignment and Succession
Third Party Rights
Costs and Expenses
Announcements
Insurance
Books and Records
Asset Transfer
Liability Assumption
Working Capital Adjustment
Escrow
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