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Agreement To Buy A Business
"I need an Agreement to Buy a Business for acquiring a mid-sized technology manufacturing company through an asset purchase, with specific provisions for intellectual property transfer and employee retention, closing expected in March 2025."
1. Parties: Identifies and provides full legal details of the buyer and seller
2. Background: Explains the context of the transaction and general intent of the parties
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Details the assets or shares being purchased and the basic deal structure
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Closing: Sets forth the closing date, conditions, and mechanics
7. Representations and Warranties of Seller: Seller's statements about the business, assets, liabilities, and operations
8. Representations and Warranties of Buyer: Buyer's statements about its authority and ability to complete the transaction
9. Covenants: Pre-closing and post-closing obligations of both parties
10. Conditions to Closing: Conditions that must be satisfied before parties are obligated to close
11. Indemnification: Provisions for compensating parties for losses arising from breaches or other specified events
12. Termination: Circumstances under which the agreement can be terminated and the consequences
13. General Provisions: Standard legal provisions including governing law, notices, amendments, etc.
1. Seller Financing: Include when part of purchase price is paid through promissory notes or installments
2. Employee Matters: Include when addressing specific arrangements for existing employees
3. Transition Services: Include when seller will provide post-closing operational support
4. Non-Competition: Include when restricting seller's future competitive activities
5. Intellectual Property Transfer: Include when IP assets require specific transfer provisions
6. Real Estate Matters: Include when real property is a significant part of the transaction
7. Environmental Matters: Include for businesses with significant environmental considerations
8. Third Party Consents: Include when key contracts or licenses require consent to transfer
1. Schedule of Assets: Detailed list of all assets included in the sale
2. Schedule of Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule of Assumed Liabilities: Detailed list of liabilities buyer will assume
4. Schedule of Excluded Liabilities: List of liabilities explicitly excluded from assumption
5. Schedule of Material Contracts: List and copies of important business contracts
6. Schedule of Intellectual Property: List of all IP assets including registrations and applications
7. Schedule of Employee Information: List of employees, positions, and compensation
8. Schedule of Insurance: List of insurance policies and claims history
9. Schedule of Permits and Licenses: List of governmental authorizations and licenses
10. Schedule of Real Property: Details of owned and leased real estate
11. Schedule of Environmental Matters: Environmental compliance and liability details
12. Form of Bill of Sale: Form document for transferring personal property
13. Form of Assignment and Assumption Agreement: Form document for transferring contracts and obligations
Authors
Manufacturing
Retail
Technology
Healthcare
Professional Services
Real Estate
Hospitality
Construction
Financial Services
Transportation and Logistics
Entertainment and Media
Education
Agriculture
Energy
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Operations
Risk Management
Compliance
Business Development
Strategy
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Attorney
Business Development Director
Mergers & Acquisitions Manager
Financial Controller
Corporate Development Director
Risk Management Officer
Due Diligence Manager
Integration Manager
Tax Director
Human Resources Director
Operations Director
Find the exact document you need
Agreement To Buy A Business
A legally binding agreement under U.S. law that documents the terms and conditions for purchasing a business, including price, assets, and obligations of all parties.
Business Transfer Contract
A U.S. law-governed agreement facilitating the complete transfer of business ownership, assets, and operations from one party to another.
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