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Sale Of Business Contract
"Need a Sale of Business Contract for the sale of my small manufacturing company with 50 employees to a larger corporation, including specific provisions for intellectual property transfer and employee retention agreements to be completed by March 2025."
1. Parties: Identifies all parties to the transaction, including legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details the purchase price, payment structure, and any adjustments
5. Assets/Shares Being Sold: Specific description of what is being transferred
6. Closing Conditions: Prerequisites that must be met before the sale can complete
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
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting business goodwill is crucial
2. Employee Matters: Handling of existing employees - include when employees are being transferred
3. Intellectual Property Transfer: Specific provisions for IP transfer - include when IP assets are significant
4. Earn-Out Provisions: Future payment arrangements based on performance - include when part of purchase price is contingent on future performance
1. Asset Schedule: Detailed list of all assets being transferred
2. Financial Statements: Recent financial records of the business
3. Material Contracts: List and copies of important business contracts
4. Real Property Schedule: Details of owned or leased property
5. Intellectual Property Schedule: List of all IP assets
6. Employee Schedule: List of employees and their terms
7. Permitted Encumbrances: List of allowed liens or encumbrances
8. Required Consents: List of required third-party approvals
Authors
Assets
Business
Business Day
Closing
Closing Date
Consideration
Contracts
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Goodwill
Governmental Authority
Intellectual Property
Inventory
Law
Liabilities
Material Adverse Effect
Material Contracts
Parties
Permits
Purchase Price
Purchased Assets
Real Property
Representatives
Seller's Knowledge
Subsidiary
Tax
Taxes
Third Party
Transaction
Transfer
Working Capital
Purchase Price
Payment Terms
Assets Transfer
Liabilities Assumption
Closing Conditions
Representations and Warranties
Covenants
Due Diligence
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Property
Tax Matters
Environmental Matters
Insurance
Assignment
Force Majeure
Dispute Resolution
Governing Law
Termination
Remedies
Notices
Amendment and Waiver
Severability
Entire Agreement
Further Assurances
Survival
Third Party Rights
Costs and Expenses
Transition Services
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