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Business Buy And Sell Agreement
"I need a Business Buy and Sell Agreement for the sale of my software development company based in Ontario, with specific focus on protecting our intellectual property portfolio and ensuring a structured earnout payment over 18 months starting March 2025."
1. Parties: Identifies and provides full legal details of the buyer and seller
2. Background: Outlines the context of the transaction, including brief description of the business and parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Details what is being sold (assets or shares) and the agreed purchase price
5. Purchase Price and Payment Terms: Specifies the purchase price, payment structure, and any adjustments
6. Closing: Specifies the closing date and mechanics of completing the transaction
7. Seller's Representations and Warranties: Seller's statements about the business, assets, liabilities, and operations
8. Buyer's Representations and Warranties: Buyer's statements about their capacity and authority to complete the purchase
9. Conditions Precedent: Conditions that must be satisfied before closing
10. Covenants: Ongoing obligations of both parties before and after closing
11. Indemnification: Provisions for compensating parties for breaches or losses
12. Termination: Circumstances under which the agreement can be terminated
13. Confidentiality: Provisions protecting confidential information
14. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Employee Matters: Used when employees are being transferred, detailing treatment of employees, benefits, and obligations
2. Intellectual Property: Required when significant IP assets are involved in the transaction
3. Environmental Matters: Necessary for businesses with environmental concerns or compliance requirements
4. Real Estate: Include when real property is part of the transaction
5. Post-Closing Adjustments: Used when purchase price may be adjusted based on post-closing calculations
6. Non-Competition: Include when restricting seller's future competitive activities
7. Transition Services: Required when seller will provide post-closing support services
8. Earn-Out Provisions: Used when part of purchase price is contingent on future performance
9. Third Party Consents: Include when material contracts or licenses require third party approval
10. Tax Matters: Detailed tax provisions when transaction has significant tax implications
1. Schedule A - Purchased Assets: Detailed list of all assets being purchased
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule C - Assumed Liabilities: Details of liabilities buyer is assuming
4. Schedule D - Excluded Liabilities: Liabilities explicitly excluded from buyer's assumption
5. Schedule E - Material Contracts: List of important contracts being transferred
6. Schedule F - Intellectual Property: Details of IP assets included in the sale
7. Schedule G - Real Property: Details of any real estate included in the transaction
8. Schedule H - Employee Information: List of employees and their key employment terms
9. Schedule I - Required Consents: List of required third-party approvals
10. Schedule J - Allocation of Purchase Price: Breakdown of purchase price allocation for tax purposes
Authors
Manufacturing
Retail
Technology
Professional Services
Healthcare
Hospitality
Construction
Real Estate
Financial Services
Transportation and Logistics
Agriculture
Energy
Mining
Entertainment
Education
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Operations
Compliance
Risk Management
Executive Leadership
Business Development
Due Diligence
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Business Development Director
Mergers & Acquisitions Director
Corporate Development Manager
Finance Director
Tax Director
Operations Director
Human Resources Director
Company Secretary
Risk Manager
Compliance Officer
Due Diligence Manager
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