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Small Business Sale Agreement
"I need a Small Business Sale Agreement for selling my family-owned restaurant in California, including all kitchen equipment and recipes, with a planned closing date of March 15, 2025, and I want to include a 2-year non-compete clause for the local area."
1. Parties: Identification and details of the buyer and seller
2. Background: Context of the sale and brief description of the business
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details of consideration and payment structure
5. Assets/Shares Being Sold: Specific description of what is being transferred
6. Closing Conditions: Requirements that must be met before sale completion
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing promises and obligations of the parties
9. Indemnification: Protection against losses and liabilities
10. Termination: Circumstances under which the agreement can be terminated
11. General Provisions: Miscellaneous legal provisions including governing law, notices, and amendments
1. Employee Matters: Terms regarding staff transition and employment arrangements - used when employees are being transferred with the business
2. Intellectual Property: Terms regarding IP transfer and protection - used when the business owns significant IP assets
3. Real Estate: Terms regarding property transfer - used when real estate is included in the sale
4. Environmental Matters: Environmental compliance and liabilities - used when the business has potential environmental impacts
5. Non-Competition: Restrictions on seller's future business activities - used when protecting the business's competitive position is crucial
1. Schedule A - Asset Schedule: Detailed list of all assets included in the sale
2. Schedule B - Inventory List: Current inventory being transferred
3. Schedule C - Equipment List: Detailed list of equipment included in sale
4. Schedule D - Contracts Schedule: List of contracts being assigned/transferred
5. Schedule E - Employee Schedule: List of employees and their key terms of employment
6. Schedule F - Intellectual Property Schedule: List of all IP assets being transferred
7. Schedule G - Due Diligence Checklist: Comprehensive list of documents reviewed
8. Schedule H - Assumed Liabilities: Detailed list of liabilities being assumed by the buyer
Authors
Assets
Business
Business Day
Closing
Closing Date
Consideration
Contracts
Effective Date
Employee Benefits
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Goodwill
Intellectual Property
Inventory
Knowledge
Liabilities
Material Adverse Effect
Permits
Purchase Price
Premises
Real Property
Representatives
Seller's Business
Tangible Assets
Tax
Taxes
Third Party
Trade Secrets
Transaction Documents
Working Capital
Purchase Price
Payment Terms
Representations and Warranties
Covenants
Due Diligence
Conditions Precedent
Closing Conditions
Indemnification
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
Intellectual Property
Real Property
Assignment of Contracts
Inventory Transfer
Tax Matters
Insurance
Governing Law
Dispute Resolution
Force Majeure
Notices
Amendment and Waiver
Severability
Entire Agreement
Successor and Assigns
Third Party Rights
Business Transition
Post-Closing Obligations
Survival of Terms
Termination Rights
Find the exact document you need
Small Business Sale Agreement
A U.S.-governed agreement for the sale and transfer of ownership of a small business, detailing terms, conditions, and obligations of both buyer and seller.
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A U.S.-governed legal agreement documenting the private sale and transfer of real estate property between parties.
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A U.S.-governed legal agreement documenting the terms and conditions for the sale and purchase of a business entity.
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