The Company Sales Agreement is a fundamental transaction document used when one party intends to sell and another party intends to purchase a business entity in the United States. This comprehensive agreement is essential for both asset sales and stock purchases, detailing all aspects of the transaction including price, payment terms, representations and warranties, and post-closing obligations. It ensures compliance with federal and state regulations while protecting both parties' interests. The agreement typically requires careful review by legal counsel and may need to address industry-specific requirements, regulatory approvals, and various stakeholder interests.
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1. Parties: Identification of buyer and seller entities, including full legal names and addresses
2. Background/Recitals: Context of the sale and brief description of the business being sold
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price and assets/shares being sold
5. Consideration: Payment terms, including method and timing
6. Closing: Conditions precedent, closing mechanics, and timing
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of the parties
9. Indemnification: Protection against losses and liability allocation
10. Governing Law: Jurisdiction and applicable law
1. Employee Matters: Treatment of employees post-closing - include when employees are being transferred
2. Intellectual Property: Special provisions for IP transfer - include when IP assets are significant
3. Environmental Matters: Environmental compliance and liability - include for companies with environmental exposure
4. Non-Competition: Restrictions on seller's future activities - include to protect buyer's business interests
1. Asset Schedule: Detailed list of assets being transferred
2. Excluded Assets Schedule: Assets specifically excluded from the sale
3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer
4. Material Contracts Schedule: Key agreements being transferred
5. Intellectual Property Schedule: List of IP assets being transferred
6. Real Property Schedule: Details of owned/leased property
7. Employee Schedule: List of employees and key terms
8. Disclosure Schedule: Exceptions to representations and warranties
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