Commercial Agreement Of Purchase And Sale for the United States

Commercial Agreement Of Purchase And Sale Template for United States

A Commercial Agreement of Purchase and Sale is a legally binding document used in the United States to facilitate the transfer of business assets, property, or entire businesses between parties. This agreement outlines the terms and conditions of the sale, including purchase price, payment terms, representations and warranties, and closing conditions. It is governed by state-specific contract laws and the Uniform Commercial Code, with additional federal regulations applying depending on the nature of the transaction.

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What is a Commercial Agreement Of Purchase And Sale?

The Commercial Agreement of Purchase and Sale serves as the primary document in commercial transactions within the United States, whether for asset sales, business transfers, or property acquisitions. This agreement is essential when parties need to document the specific terms of a sale, including price, payment structure, warranties, and closing conditions. It provides legal protection for both buyer and seller, ensures compliance with relevant state and federal laws, and creates a clear framework for the transaction's completion. The agreement is particularly important for high-value transactions and those involving complex assets or multiple jurisdictions.

What sections should be included in a Commercial Agreement Of Purchase And Sale?

1. Parties: Identification and details of buyer and seller

2. Background/Recitals: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including price and subject matter

5. Payment Terms: Payment schedule, method, and conditions

6. Closing: Timing and procedures for completing the transaction

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

8. Termination: Circumstances and procedures for ending the agreement

9. Governing Law: Applicable jurisdiction and dispute resolution

What sections are optional to include in a Commercial Agreement Of Purchase And Sale?

1. Due Diligence: Investigation rights and procedures for complex transactions or high-value assets

2. Conditions Precedent: Prerequisites that must be met before closing

3. Environmental Matters: Environmental compliance and liabilities for real estate or industrial assets

4. Intellectual Property: IP rights and transfers when transaction includes intellectual property assets

5. Employee Matters: Employee-related provisions when business assets include personnel

What schedules should be included in a Commercial Agreement Of Purchase And Sale?

1. Asset Schedule: Detailed list of assets being sold

2. Price Allocation Schedule: Breakdown of purchase price across assets

3. Due Diligence Checklist: List of required documentation and verifications

4. Excluded Assets Schedule: List of assets explicitly excluded from sale

5. Assumed Liabilities Schedule: List of liabilities being transferred to buyer

6. Form of Bill of Sale: Template for transferring title to personal property

7. Disclosure Schedule: Exceptions to representations and warranties

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Uniform Commercial Code (UCC): Primary source of commercial law in the US, particularly Article 2 (Sale of Goods) and Article 9 (Secured Transactions). Essential for transactions involving personal property.

State-Specific Contract Laws: Individual state contract laws, including Statute of Frauds requirements and state-specific consumer protection regulations that vary by jurisdiction.

Federal Trade Laws: Including Federal Trade Commission Act and Magnuson-Moss Warranty Act for consumer warranties, and Consumer Product Safety Act where applicable.

Property Laws: State property laws, local zoning regulations, and Real Estate Settlement Procedures Act (RESPA) if real estate is involved in the transaction.

Tax Regulations: Internal Revenue Code, state and local tax regulations, and sales tax requirements applicable to the transaction.

Environmental Regulations: EPA regulations, state environmental laws, and local environmental ordinances that may affect the sale transaction.

Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934, if the transaction involves securities or related financial instruments.

Antitrust Laws: Sherman Antitrust Act, Clayton Act, and Federal Trade Commission Act provisions relating to competition and fair trade practices.

Industry-Specific Regulations: Specific regulations and requirements that apply to particular industries or types of goods/services being sold.

International Trade Laws: Convention on Contracts for the International Sale of Goods (CISG) and import/export regulations if the transaction has international elements.

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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