The Principal Sale And Purchase Agreement is a fundamental transaction document used in U.S. business acquisitions and asset sales. It's essential when parties need to document a significant transfer of ownership, whether for business assets, real estate, or entire companies. This agreement typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, and closing conditions. It must comply with both federal regulations and state-specific laws, particularly the Uniform Commercial Code. The document serves as the cornerstone of the transaction, often accompanied by various ancillary agreements and schedules.
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1. Parties: Identification and details of the buyer and seller
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and payment
5. Completion: Timing and mechanics of closing
6. Warranties: Standard representations and warranties by both parties
7. Governing Law: Applicable jurisdiction and dispute resolution mechanisms
1. Due Diligence: Provisions for investigation and verification of assets/business for complex transactions
2. Conditions Precedent: Specific conditions that must be satisfied before completion can occur
3. Post-Completion Obligations: Ongoing commitments and obligations after closing
4. Environmental Matters: Specific provisions dealing with environmental liabilities and compliance
5. Employee Matters: Provisions dealing with employees and employment-related issues
1. Asset Schedule: Detailed inventory of assets being transferred under the agreement
2. Disclosure Schedule: Exceptions and qualifications to the warranties and representations
3. Property Schedule: Details of any real property included in the transaction
4. Purchase Price Allocation: Breakdown of how the purchase price is allocated across different assets
5. Form of Transfer Documents: Templates of documents required for transferring title to assets
Relevant legal definitions
Agreement
Assets
Business
Business Day
Closing
Closing Date
Completion
Consideration
Completion Date
Disclosure Schedule
Effective Date
Encumbrance
Execution Date
Governing Law
Intellectual Property Rights
Liability
Loss
Material Adverse Change
Material Adverse Effect
Parties
Permitted Encumbrances
Purchase Price
Property
Representatives
Seller's Knowledge
Subsidiary
Tax
Transaction
Transaction Documents
Transfer
Warranties
Working Day
Working Capital
Assets
Business
Business Day
Closing
Closing Date
Completion
Consideration
Completion Date
Disclosure Schedule
Effective Date
Encumbrance
Execution Date
Governing Law
Intellectual Property Rights
Liability
Loss
Material Adverse Change
Material Adverse Effect
Parties
Permitted Encumbrances
Purchase Price
Property
Representatives
Seller's Knowledge
Subsidiary
Tax
Transaction
Transaction Documents
Transfer
Warranties
Working Day
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Due Diligence
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Assignment
Force Majeure
Intellectual Property
Employee Matters
Tax Matters
Environmental Compliance
Real Property
Material Contracts
Regulatory Compliance
Title and Risk
Security Interests
Post-Completion Obligations
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Announcements
Termination
Purchase Price
Payment Terms
Completion
Conditions Precedent
Due Diligence
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Assignment
Force Majeure
Intellectual Property
Employee Matters
Tax Matters
Environmental Compliance
Real Property
Material Contracts
Regulatory Compliance
Title and Risk
Security Interests
Post-Completion Obligations
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Announcements
Termination
Relevant Industries
Relevant Teams
Relevant Roles
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