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Business Buy And Sell Agreement Template for United States

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Key Requirements PROMPT example:

Business Buy And Sell Agreement

"I need a Business Buy And Sell Agreement for the purchase of a small manufacturing company with 50 employees, including specific provisions for equipment transfer and employee retention, with closing planned for March 2025."

Document background
The Business Buy And Sell Agreement is a crucial document used when transferring ownership of a business in the United States. It's essential for transactions ranging from small business sales to complex corporate acquisitions. The agreement details all aspects of the sale, including asset transfer, liability assumption, employee matters, and regulatory compliance. It must comply with both federal and state laws, including securities regulations, antitrust laws, and state-specific business transfer requirements. This document serves as the primary contract governing the rights and obligations of both buyer and seller throughout the transaction process.
Suggested Sections

1. Parties: Identifies all parties involved in the transaction, including legal names and addresses

2. Background/Recitals: Provides context and purpose of the agreement, including basic information about the business being sold

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Details what is being bought and sold, including assets, shares, or entire business

5. Purchase Price and Payment Terms: Specifies the price and how/when payment will be made

6. Closing: Details the closing date and procedures

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties

Optional Sections

1. Due Diligence: Details the buyer's investigation rights and procedures for complex transactions or when significant assets are involved

2. Employee Matters: Addresses treatment of employees post-sale when the business has employees being transferred

3. Non-Compete: Restricts seller's ability to compete when protecting business goodwill is crucial

4. Earnout Provisions: Details additional payments based on future performance when part of purchase price is contingent on future results

Suggested Schedules

1. Asset Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

4. Intellectual Property Schedule: List of all IP assets being transferred

5. Material Contracts Schedule: List of important contracts being assigned

6. Employee Schedule: List of employees and their key terms of employment

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Exchange Act: Federal legislation that governs securities trading and requires disclosure for publicly traded companies involved in the transaction

Internal Revenue Code: Federal tax regulations affecting the structure, taxation, and reporting requirements of the business sale transaction

Hart-Scott-Rodino Act: Antitrust legislation requiring notification and review for larger business transactions that meet certain thresholds

Federal Trade Commission Act: Governs fair competition and consumer protection aspects of business transactions

Uniform Commercial Code: Standardized set of business laws governing commercial transactions adopted by most states

State Corporate Laws: State-specific regulations governing corporate entities, mergers, and acquisitions within the state jurisdiction

State Business Transfer Laws: State-specific requirements for transferring business ownership and assets

State Bulk Sales Laws: Regulations protecting creditors in transactions involving the sale of business inventory

Blue Sky Laws: State securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

WARN Act: Federal law requiring employers to provide advance notification of qualified plant closings and mass layoffs

ERISA: Federal law governing employee benefit plans and their transfer or termination during business sales

Industry-Specific Regulations: Sector-specific rules and compliance requirements that may affect the business transfer

Environmental Regulations: Federal and state environmental laws affecting property transfer and business operations

Contract Law Principles: Fundamental legal principles including offer, acceptance, consideration, capacity, and mutual understanding

Due Diligence Requirements: Legal requirements for verification of assets, liabilities, financial statements, and intellectual property rights

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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