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.
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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
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
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
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