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Entity Purchase Agreement
"I need an Entity Purchase Agreement for acquiring a technology startup in Bangalore, with completion scheduled for March 2025, including specific provisions for intellectual property rights and employee stock options."
1. Parties: Identification of buyer, seller, and target entity with complete legal names and addresses
2. Background: Recitals explaining the context of the transaction and current ownership structure
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanisms, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business
8. Completion: Mechanics of closing, including actions and deliverables required at completion
9. Seller's Warranties: Representations and warranties regarding the seller and target entity
10. Buyer's Warranties: Representations and warranties regarding the buyer
11. Indemnification: Indemnity provisions and mechanisms for claiming
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public statements about the transaction
14. Notices: Process for formal communications between parties
15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes
16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.
1. Post-Completion Covenants: Used when specific obligations need to be performed after closing, such as non-compete provisions
2. Tax Matters: Include when specific tax arrangements or indemnities are required
3. Employee Matters: Required when there are specific arrangements for employees post-transaction
4. Earn-out Provisions: Include when part of purchase price is contingent on future performance
5. Break Fee: Used when parties want to specify compensation for transaction termination
6. Transition Services: Include when seller will provide services to target post-completion
7. Foreign Investment Compliance: Required for cross-border transactions involving foreign buyers
8. Competition Law Compliance: Include when transaction requires competition law approvals
1. Details of Target Entity: Corporate information, shareholding pattern, and organizational documents
2. Transaction Perimeter: Detailed description of assets, shares, or business being transferred
3. Purchase Price Calculation: Formula and methodology for price adjustments
4. Warranties: Detailed warranties and any specific limitations
5. Disclosure Schedule: Exceptions and qualifications to warranties
6. Material Contracts: List and copies of key contracts
7. Intellectual Property: Details of IP rights owned or used by target
8. Properties: Details of real estate owned or leased
9. Employees: List of employees and their terms of employment
10. Completion Deliverables: List of documents and actions required at completion
11. Form of Resignation Letters: Template letters for resigning directors/officers
12. Form of Corporate Resolutions: Template board and shareholder resolutions
Authors
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Infrastructure
Media and Entertainment
Pharmaceuticals
Automotive
Consumer Goods
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Compliance
Risk Management
Tax
Business Development
Corporate Secretarial
Treasury
Integration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Director
Legal Director
Finance Director
Business Development Manager
Investment Manager
Corporate Secretary
Risk Manager
Compliance Officer
Strategy Director
Integration Manager
Due Diligence Manager
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