The Sale and Purchase Agreement (SPA) serves as the primary transaction document in asset or business acquisitions. It is used when one party wishes to sell and another wishes to purchase a business, assets, or shares. The agreement includes detailed provisions about what is being sold, the purchase price, payment terms, representations and warranties, and post-closing obligations. Under U.S. jurisdiction, SPAs are subject to both federal and state laws, including the Uniform Commercial Code, securities regulations, and state-specific contract laws. This comprehensive document is essential for protecting both parties' interests and ensuring a clear understanding of the transaction terms.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc
1. Parties: Identification and details of buyer and seller
2. Background/Recitals: Context of the transaction and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including asset/business description and purchase price
5. Payment Terms: Payment structure, timing, and method
6. Closing: Closing conditions, timing, and mechanics
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: Applicable law and jurisdiction
1. Employee Matters: Terms relating to employees and benefits (used when transaction involves transfer of employees)
2. Intellectual Property: IP transfer and protection provisions (used when IP assets are significant part of transaction)
3. Environmental Matters: Environmental compliance and liability (used when real property or environmental risks involved)
4. Transition Services: Post-closing support services (used when seller will provide services post-closing)
1. Asset Schedule: Detailed list of assets being transferred
2. Disclosure Schedule: Exceptions to representations and warranties
3. Financial Statements: Relevant financial information
4. Material Contracts: List of important agreements being transferred
5. Intellectual Property Schedule: List of IP assets and registrations
6. Employee Schedule: List of transferring employees and terms
7. Real Property Schedule: Details of real estate assets
8. Purchase Price Allocation: Breakdown of purchase price across assets
Relevant legal definitions
Agreement
Assets
Business
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Deposit
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Environmental Laws
Excluded Assets
Financial Statements
Governmental Authority
Intellectual Property Rights
Inventory
Law
Liabilities
Material Adverse Change
Material Contracts
Parties
Permits
Purchase Price
Real Property
Related Party
Representatives
Seller's Knowledge
Subsidiaries
Target Company
Tax
Transaction
Transfer
Working Capital
Working Capital Adjustment
Warranty
Warranties
Assets
Business
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Deposit
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Environmental Laws
Excluded Assets
Financial Statements
Governmental Authority
Intellectual Property Rights
Inventory
Law
Liabilities
Material Adverse Change
Material Contracts
Parties
Permits
Purchase Price
Real Property
Related Party
Representatives
Seller's Knowledge
Subsidiaries
Target Company
Tax
Transaction
Transfer
Working Capital
Working Capital Adjustment
Warranty
Warranties
Clauses
Purchase and Sale
Purchase Price
Payment Terms
Deposit
Closing Conditions
Due Diligence
Representations and Warranties
Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Transfer of Title
Risk and Insurance
Employee Matters
Intellectual Property
Real Property
Environmental Matters
Tax Matters
Material Contracts
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment and Waiver
Severability
Costs and Expenses
Further Assurances
Third Party Rights
Time of Essence
Counterparts
Purchase Price
Payment Terms
Deposit
Closing Conditions
Due Diligence
Representations and Warranties
Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Transfer of Title
Risk and Insurance
Employee Matters
Intellectual Property
Real Property
Environmental Matters
Tax Matters
Material Contracts
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment and Waiver
Severability
Costs and Expenses
Further Assurances
Third Party Rights
Time of Essence
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
Find the exact document you need
Unregistered Agreement Of Sale With Possession
A U.S. legal document facilitating property sale with immediate possession transfer before sale completion.
find out more
Sales And Purchase Agreement Word Document
A U.S.-governed agreement detailing terms and conditions for the sale and purchase of goods or assets between parties.
find out more
Contracts Of Sales And Investments
A U.S.-governed legal agreement combining sales and investment terms, compliant with federal and state securities laws and the UCC.
find out more
Contract Of Sale Document
A U.S.-governed legal agreement documenting the terms and conditions for the sale of goods between a seller and buyer.
find out more
Agreement For Sale And Agreement To Sell
A U.S.-governed contract combining immediate sale terms and future sale commitments, detailing transfer of goods or property between parties.
find out more
Horse Sale Contract With Buy Back
A U.S. contract governing horse sale with provisions for the seller to repurchase under specified conditions.
find out more
Bill Of Sale For Business Assets
A U.S. legal document that transfers ownership of business assets from seller to buyer, detailing the terms and conditions of the sale.
find out more
Registered Agreement For Sale Of Property
A legally binding agreement for real property sale and transfer in the United States, meeting federal and state registration requirements.
find out more
Agreement For Sale And Agreement Of Sale
A U.S. legal document combining an agreement to sell and sale agreement, governing the terms of a sale transaction under U.S. federal and state laws.
find out more
Sales Draw Agreement
A U.S. legal agreement establishing terms for guaranteed payments (draws) against future sales commissions.
find out more
Land Contracts For Sale
A U.S. legal agreement where property is sold through seller financing with installment payments, governed by federal and state real estate laws.
find out more
Horse Sale Contract With Deposit
A U.S. legal agreement for horse sales with deposit arrangements, complying with state equine laws and the UCC.
find out more
Buy Sell Agreement Corporation
A U.S.-governed legal agreement establishing terms and conditions for corporate share transfers and sales between shareholders and the corporation.
find out more
Art Purchase And Sale Agreement
A U.S.-governed contract documenting the terms and conditions for the sale and purchase of artwork, ensuring legal compliance and protection for all parties.
find out more
Agreement For Sale Of Hypothecated Vehicle
A U.S.-compliant agreement governing the sale of a vehicle with an existing lien or hypothecation.
find out more
Simple Contract For Buying A House From Owner
A U.S. legal agreement for direct property sales between owner and buyer without real estate agent involvement.
find out more
Future Receipts Sale Agreement
A U.S.-governed agreement for the sale of future business receipts in exchange for immediate capital, structured as a purchase rather than a loan.
find out more
Employment Agreement After Sale Of Business
A U.S. employment agreement establishing new terms between an acquiring company and transferred employees following a business acquisition.
find out more
Consulting Agreement After Sale Of Business
A U.S.-governed agreement defining consulting services provided by a former business owner to the acquiring company after a business sale.
find out more
Contract Of Sale Condominium Unit
A U.S. legal agreement for the purchase and sale of a condominium unit, outlining terms, conditions, and obligations of the transaction.
find out more
Lease Option Agreement For Sale
A U.S. legal agreement combining property lease terms with an option to purchase at a predetermined price and timeframe.
find out more
Seller Rent Back Agreement Form
A U.S. legal document establishing terms for a property seller to temporarily rent back their sold property from the new owner.
find out more
Agreement To Sell And Purchase
A U.S.-governed contract documenting the terms and conditions for the sale and purchase of goods, property, or assets between parties.
find out more
Patent Sale Agreement
A U.S.-governed agreement for the transfer of patent ownership rights from seller to purchaser.
find out more
Old Vehicle Sale Agreement
A U.S. legal agreement documenting the sale and transfer of ownership of a used vehicle between parties.
find out more
Laptop Sale Agreement
A U.S.-governed agreement for the sale and purchase of a laptop computer, including terms, conditions, and warranties.
find out more
Agreement Of Sale With Possession
A US legal document combining property sale terms with possession arrangements, commonly used in real estate transactions where possession and closing dates differ.
find out more
Sales Manager Agreement
A U.S.-compliant employment contract defining terms, compensation, and duties for sales manager positions.
find out more
Vessel Purchase And Sale Agreement Form
A legally binding agreement for the sale and purchase of marine vessels under U.S. maritime law and regulations.
find out more
Sale Lease Back Agreement
A U.S.-governed agreement where an owner sells an asset and immediately leases it back from the buyer for continued use.
find out more
Business Sale Deposit Contract
A U.S.-compliant legal agreement governing the deposit payment and terms in a business sale transaction.
find out more
Immovable Property Sale Agreement
A legally binding agreement under U.S. law that documents the terms and conditions for the sale and purchase of real property.
find out more
Tripartite Agreement For Sale Of Property
A U.S. legal agreement between three parties for property sale, typically involving a seller, buyer, and financial institution or developer.
find out more
Scrap Sale Agreement
A U.S.-governed contract establishing terms for the sale and purchase of scrap materials, including specifications, pricing, and regulatory compliance.
find out more
Private Token Sale Agreement
A U.S.-compliant legal agreement governing the private sale of digital tokens between issuers and qualified purchasers.
find out more
House Sale Contract Form
A legally binding agreement used in the United States for residential property sales, conforming to federal and state-specific real estate laws.
find out more
Binding Employment Contract
A US-compliant employment agreement establishing terms and conditions between employer and employee.
find out more
Bill Of Sale Contract With Payments
A U.S. legal document combining property transfer documentation with structured payment terms and conditions.
find out more
Agreement Of Sale And General Power Of Attorney
A U.S. legal document combining property sale terms with power of attorney authorization for transaction completion.
find out more
Share Profit Agreement
A U.S.-governed agreement establishing terms and mechanisms for profit sharing between multiple parties, including calculation methods and distribution rights.
find out more
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)
.png)