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Alex Denne
Growth @ Ƶ | Introduction to Contracts @ UCL Faculty of Laws | Serial Founder

The Components of a Business Purchase Agreements

9 Jun 2023
32 min
Text Link

Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Buying and selling a business is a complex and highly nuanced process, which can be difficult to navigate. One of the most important elements is the business purchase agreement, as it sets out the legal and financial obligations of all parties involved in the transaction, protecting both buyer and seller - should any issues arise in future.

At Ƶ, we recognize that drafting a business purchase agreement can be tricky - which is why we provide free templates for you to use; templates backed by millions of data points from our open source legal template library. With our help, anyone can draft and customize high quality agreements without having to pay an expensive lawyer or incur lengthy delays associated with standard legal processes.

The contents of your agreement should include details such as: the purchase price; closing date; warranties or representations made by either party; a non-disclosure agreement (NDA) to protect confidential information disclosed during negotiations; clauses addressing tax liabilities and potential disputes - including dispute resolutions procedures if required. Of course its worth noting that each situation is different so it’s strongly recommended that you seek professional advice tailored to your specific circumstances before signing off on any deal.

It’s also important to consider how assets/liabilities will be transferred between buyer and seller too – making sure these are clearly outlined for both parties as part of any agreement reached. Making sure that all relevant legalities are covered helps ensure a successful transaction for everyone involved – with no nasty surprises down the line!

In conclusion, creating a well-drafted business purchase agreement is imperative when buying or selling property - ensuring all parties are fully protected in case of future disagreements or disputes over ownership rights, liabilities etc… By using Ƶ’s free template library anyone can craft an accurate contract quickly – so you don’t have to risk costly legal fees or long winded processes associated with traditional law firms. Read on below for step-by-step guidance on how best to complete your agreement today!

Definitions

Legal Entity: An organization created through the law, such as a corporation, partnership, or trust, with the ability to enter into contracts, sue, and be sued.

Jurisdiction: The authority of a court to hear a certain type of case or enforce certain laws.

Contingency: A condition or event that must occur before a contract can be enforced or a transaction can be completed.

Indemnity: A promise to compensate someone for losses or damages they have suffered as a result of another’s actions.

Due Diligence: The process of researching and verifying information about a business or transaction in order to make an informed decision.

Goodwill: The value of a business based on its reputation and loyal customer base.

Tax Implications: The effects that taxes have on a person or business in terms of income, expenses, liabilities, and other financial matters.

Payment Plan: An arrangement that allows a buyer to pay for goods or services in installments over a period of time.

Revision/Edit: The process of making changes to a document in order to improve its accuracy and clarity.

Financing: The process of obtaining funds for a business, project, or transaction.

Contents

  1. Overview of the Business Purchase Agreement
  2. Research the Business Purchase Agreement process
  3. Gather all documents required for completion
  4. Consult with a lawyer to ensure the process is followed correctly
  5. Identifying the Parties Involved
  6. Establish the legal entity of the buyer and seller
  7. Collect contact information for all parties involved
  8. Establishing the Terms of the Agreement
  9. Determine the terms of the agreement
  10. Address any contingencies
  11. Specify any warranties and indemnities
  12. Assessing the Value of the Business
  13. Obtain a business valuation
  14. Consider the assets, liabilities, and goodwill of the business
  15. Review any liabilities and debts of the business
  16. Negotiating the Price
  17. Agree upon the list price
  18. Negotiate the terms of any payment plan
  19. Address any tax implications
  20. Drafting the Agreement
  21. Prepare the draft of the agreement
  22. Review the agreement with all parties
  23. Make any necessary revisions and edits
  24. Securing Financing
  25. Identify potential financing sources
  26. Apply for the financing
  27. Submit the necessary documents
  28. Due Diligence
  29. Gather all necessary documents
  30. Review the documents for accuracy and consistency
  31. Identify any potential legal or financial issues
  32. Closing the Transaction
  33. Prepare the closing documents
  34. Transfer the ownership and assets of the business
  35. Pay any fees and costs associated with the transaction
  36. Post-Closing Obligations
  37. Submit any required filings
  38. Notify the appropriate entities of the business sale
  39. Follow up on any post-closing obligations

Get started

Overview of the Business Purchase Agreement

  • Understand the importance of a business purchase agreement and why it is necessary
  • Learn the different components of the business purchase agreement
  • Become familiar with the legal terminology used in business purchase agreements
  • Research the relevant laws in your state or jurisdiction that may impact the agreement
  • Know when to seek advice from legal professionals regarding the business purchase agreement

When you can check this off your list:

  • When you have a good understanding of the different components of a business purchase agreement
  • When you have a firm grasp of the legal terminology used in business purchase agreements
  • When you have researched the relevant laws in your state or jurisdiction that may impact the agreement
  • When you have consulted with legal professionals, if necessary, to discuss the business purchase agreement

Research the Business Purchase Agreement process

  • Consult with a lawyer or legal professional to understand the basics of a business purchase agreement
  • Research relevant laws and regulations that may apply to the purchase agreement
  • Read up on the process of completing a business purchase agreement
  • Become familiar with the potential components of a business purchase agreement
  • Understand the potential risks and liabilities associated with a business purchase agreement

Once you feel confident you have a good understanding of the business purchase agreement process, you can move on to the next step of gathering all documents required for completion.

Gather all documents required for completion

  • Obtain the necessary legal forms and documents required for the business purchase agreement.
  • Request for copies of the seller’s business tax returns, financial statements and business licenses.
  • Request for any additional documents, such as contracts, leases, and other agreements related to the business.
  • Obtain signed copies of the personal and business credit reports of the seller.
  • Once all the required documents have been gathered, you can move on to the next step.

Consult with a lawyer to ensure the process is followed correctly

  • Locate a lawyer who specializes in business purchases, or one who is familiar with the laws in your jurisdiction
  • Schedule a consultation to discuss the details of your business purchase agreement, including the terms and conditions
  • Ask the lawyer to review the entire agreement and its associated documents to check for any potential legal issues or liabilities
  • Make any necessary revisions or modifications to the agreement based on the lawyer’s recommendations
  • Make sure to obtain a signed copy of the agreement from the lawyer once all revisions have been made
  • Once the agreement has been approved by both parties, the lawyer can provide you with the guidance you need to finalize the transaction
  • Be sure to obtain copies of all signed documents for your records
  • Once all the documents have been signed and all parties involved are in agreement, the process is complete and you can move on to the next step.

Identifying the Parties Involved

  • Gather all contact information for both parties, including legal name, address, and phone number.
  • Determine who will be the primary contact for each party.
  • Make sure all parties involved are legally authorized to enter into the agreement.
  • Confirm that all parties have the proper authority to sign the agreement.
  • Confirm that all parties have proper representation from legal counsel.

Once you have gathered all the necessary information and verified that all parties involved are legally authorized and properly represented, you can check this off your list and move on to the next step.

Establish the legal entity of the buyer and seller

  • Determine whether the buyer and seller are individuals, corporations, limited liability companies, or another legal entity
  • Obtain a copy of the buyer’s and seller’s Articles of Incorporation or Articles of Organization, or any other document that establishes the legal entity
  • Check the public records to verify the buyer’s and seller’s legal entity
  • Once all necessary documents are obtained and have been verified, the legal entity of both parties will be established and the next step can begin.

Collect contact information for all parties involved

  • Gather contact information (name, address, phone number, and email) for all parties involved in the business purchase agreement (buyer and seller)
  • Document any additional contact information (e.g. business name, website, etc.)
  • Ensure that all contact information is correct and up-to-date
  • Once contact information is verified and documented, this step can be checked off

Establishing the Terms of the Agreement

  • Establish the terms of the agreement between all parties, including a clear definition of the purchase price, closing date, payment method, and any conditions or contingencies.
  • Have all parties involved sign the agreement.
  • When all parties have signed the agreement, you can move on to the next step.

Determine the terms of the agreement

  • Decide on the purchase price and terms of the payment
  • Establish the date that the buyer will take ownership and possession of the business
  • Include any conditions and warranties made by the seller
  • Set out any liabilities that the seller must accept
  • Detail which assets are included in the sale
  • Outline any restrictive covenants that the seller must adhere to
  • Specify the seller’s obligations regarding the transfer of employees, customers and suppliers

When you have identified the terms of the agreement that are acceptable to both parties, you can move on to the next step, which is to address any contingencies.

Address any contingencies

  • Start by identifying any potential risks associated with the transaction, such as environmental concerns, potential litigation, or liens on property.
  • Then, create conditions and contingencies to address these risks. This might include obtaining environmental approval or making the purchase contingent upon the seller paying off any liens.
  • It is important to be thorough in listing out potential risks and contingencies to protect yourself and the other party.
  • Once all contingencies are identified and addressed in the agreement, you can check this step off your list and move on to the next step.

Specify any warranties and indemnities

  • Determine what warranties, representations, and indemnities are necessary for the transaction, such as warranties about the quality of the product, any non-compete agreements, and any personal guarantees.
  • Make sure all warranties, representations, and indemnities are included in the purchase agreement.
  • Negotiate a fair and reasonable indemnity amount that is suitable for both parties involved.
  • When all warranties, representations, and indemnities have been agreed upon and are included in the purchase agreement, you can check this off your list and move on to assessing the value of the business.

Assessing the Value of the Business

  • Research the business sector, local market and industry trends to understand the value of the business
  • Evaluate the assets that are included in the sale, and assess their market value
  • Consider the current and past financial performance of the business
  • Review any potential liabilities which could impact the value of the business
  • Take into account the potential for future growth and the potential for increased profits
  • Once you have collected and analysed all the relevant data, you can arrive at an estimate of the value of the business.

Once you have completed your assessment of the value of the business, you can move on to the next step, which is to obtain a business valuation.

Obtain a business valuation

  • Work with a qualified valuation expert to conduct an in-depth business appraisal
  • Discuss the scope of the valuation with the expert and determine the timeline
  • Have the expert review relevant financial statements and other documents pertaining to the business
  • Consider the elements of value and the options for valuing each element
  • Have the expert provide a written report of the valuation
  • Review the report with the business owner and confirm that you are both in agreement

Once the valuation is complete, you will know that you can move on to the next step of considering the assets, liabilities, and goodwill of the business.

Consider the assets, liabilities, and goodwill of the business

  • Understand the value of the business assets, liabilities, and goodwill
  • Estimate the worth of each asset, liability, and any goodwill
  • Analyze the documents and records of the business to get a better understanding of the assets and liabilities
  • Make sure the value of the assets and liabilities is accurately reflected in the purchase agreement
  • Once you have a clear understanding of the assets, liabilities, and goodwill of the business, you can move on to the next step.

Review any liabilities and debts of the business

  • Obtain a list of all liabilities and debts associated with the business from the seller
  • Review the list of liabilities and debts to determine the amount that must be paid to cover them
  • Determine whether or not the seller will remain responsible for any of the liabilities or debts
  • Make sure to include in the purchase agreement any liabilities or debts that the seller is required to pay
  • Consider whether or not you are willing to assume any of the liabilities or debts as part of the purchase agreement
  • Once you have reviewed all of the liabilities and debts, you can check this off your list and move on to negotiating the price.

Negotiating the Price

  • Research the market value and estimated worth of the business to determine a fair price
  • Negotiate the price of the business with the seller, taking into account the value of the business, any liabilities or debts that need to be included in the purchase price, and any other factors that may influence the price
  • Reach an agreement on the purchase price that is agreeable to both parties
  • Once you have agreed on the purchase price, record the agreed-upon price in the purchase agreement and initial the page to indicate that it has been agreed upon by both parties.

Agree upon the list price

  • Determine what the seller will accept as the list price for the business.
  • Consider factors such as the type of business, the location, the industry, the financials, and the current market conditions.
  • Research the business to get an accurate sense of its value.
  • Agree upon the list price and include it in the business purchase agreement.

When you have agreed upon the list price and included it in the business purchase agreement, you can move on to the next step of negotiating the terms of any payment plan.

Negotiate the terms of any payment plan

  • Discuss payment terms with the seller, such as whether you will pay the full purchase price up front or whether you will opt for a payment plan.
  • Negotiate the terms of any payment plan, such as the length of time for payment and the interest rate, if applicable.
  • Draft and sign a document that outlines the agreed-upon payment terms.
  • Once both parties have signed the document outlining the payment terms, you can move on to the next step.

Address any tax implications

  • Research the tax implications of the business purchase agreement, including any local, state, and federal taxes.
  • Ensure the agreement includes the necessary language to address any taxes related to the purchase, including any applicable deductions.
  • Consult with an accountant or tax advisor to ensure the agreement meets all requirements.
  • Once the tax implications have been addressed, you can move on to drafting the agreement.

Drafting the Agreement

  • Research the applicable laws and regulations that apply to the sale of a business
  • Identify the parties to the agreement, including the buyers and sellers
  • Specify the terms and conditions of the sale, such as the purchase price, payment schedule, closing date, and other important details
  • Outline the rights, obligations, and responsibilities of each party
  • Identify any warranties, indemnification provisions, and liabilities of the parties
  • Include any additional provisions that are necessary for the agreement
  • When complete, you will have a draft of the agreement that you can review and negotiate with the other party.

Prepare the draft of the agreement

  • Include the names of all parties involved in the purchase agreement
  • Determine the type of business entity that is being purchased
  • List the terms of the purchase agreement, including the purchase price and payment terms
  • Describe the assets and liabilities that are being transferred
  • Include representations and warranties from the seller
  • Outline the conditions that must be met for the agreement to be legally binding
  • Include any required signatures and document notarization
  • Once all necessary information and signatures have been gathered, the draft of the agreement is ready to be reviewed.

Review the agreement with all parties

  • Ensure that all parties have read and checked the business purchase agreement thoroughly
  • Have all parties sign the agreement if they agree with the terms
  • Check that all the details discussed are captured in the agreement and are accurate
  • Ask all parties to provide any feedback or revisions that need to be made in the agreement
  • Make sure that any changes or revisions suggested by all parties are included in the agreement
  • Once all parties have reviewed and signed the agreement, the step can be checked off the list and you can move on to the next step.

Make any necessary revisions and edits

  • Carefully review the agreement and make any notes or suggested changes to the document
  • Make sure all parties agree with any changes or revisions to the document
  • Use a redline version of the document to make any edits or changes
  • Have a business attorney review the document and make sure it meets all legal requirements
  • Have all parties sign off on any changes or revisions to the document
  • Once all changes and revisions have been made and agreed to by all parties, you can check this off your list and move on to the next step.

Securing Financing

  • Research and compare financing options
  • Identify a lender to work with and apply for financing
  • Negotiate the terms of the loan
  • Sign the loan agreement or promissory note
  • Determine repayment terms
  • When you have secured the financing and signed the loan agreement or promissory note, you can check off this step and move on to the next step.

Identify potential financing sources

  • Research financial institutions and lenders that offer business purchase loan options
  • Contact them to inquire about eligibility requirements, interest rates, and other loan terms
  • Compare the different loan options to determine the best fit for your needs
  • When you have identified your ideal financing option, you can check off this step and move on to applying for the financing.

Apply for the financing

  • Determine the loan amount you will need to finance the business purchase.
  • Research various financing options available, and compare interest rates, loan terms and other conditions.
  • Fill out the loan application and provide all of the required documents, such as financial statements, tax returns and business plans.
  • Submit the loan application and await a response.
  • If the loan is approved, negotiate the loan terms and sign the loan documents.

You can check this step off your list when you have submitted the loan application, and the loan has been approved and signed.

Submit the necessary documents

  • Gather all the documents that are needed to complete the business purchase agreement. This can include financial statements, tax returns, leases, and other documents related to the business operations.
  • Ensure all documents are accurate and up-to-date.
  • Submit the documents to the lender for review.
  • Once the lender has reviewed and accepted the documents, you will receive confirmation that this step has been completed.

Due Diligence

  • Review all documents related to the business such as financial statements, contracts, leases, and other legal documents
  • Ensure that the business complies with all local and federal regulations
  • Verify the accuracy of the information provided in the business purchase agreement
  • Investigate any potential liabilities that may be associated with the business
  • Contact the appropriate professionals to ensure that the business is in good standing
  • Confirm that the ownership of the business is properly transferred
  • When you have completed due diligence on the business purchase agreement, you can move on to the next step.

Gather all necessary documents

  • Begin the process of gathering all the necessary documents related to the business purchase agreement.
  • This could include the following documents: sale agreement, representations and warranties, non-compete agreement, indemnification agreement, financing documents, closing documents, and other documents related to the transaction.
  • Make sure to check each document for accuracy and consistency with the agreement.
  • Once all the necessary documents are gathered, you can check this step off your list and move on to the next step.

Review the documents for accuracy and consistency

  • Carefully review all documents to ensure they match the proposed terms of the purchase agreement
  • Ensure all documents are properly signed and dated
  • Check for any errors in spelling, grammar, and punctuation
  • Confirm that all financial information is correct
  • Make sure all dates are accurate
  • Confirm that all legal terms and definitions are correct

Once you have completed the review and everything is accurate, you can move on to the next step.

Identify any potential legal or financial issues

  • Review the purchase agreement and related documents to ensure all legal and financial issues are addressed, such as potential liabilities, assets, and obligations
  • Ensure that all parties involved in the transaction are aware of the potential legal, financial, and tax implications of the agreement
  • Make sure that the agreement adequately protects all parties from any potential liabilities or obligations, and that any such liabilities or obligations are clearly outlined in the agreement
  • Have an attorney review the agreement to ensure that all necessary provisions and clauses are included
  • Once you are confident that all legal and financial issues are addressed and that the agreement adequately protects all parties, you can check this off your list and move on to the next step.

Closing the Transaction

  • Make sure that all of the documents are signed and dated by the appropriate parties
  • Have the buyer and seller exchange all the closing documents, and make sure that the buyer has received all the documents that they need
  • Make sure that the buyer has paid the seller the agreed-upon purchase price
  • Have the seller transfer the title or deed to the property to the buyer, as well as any other required documents
  • Have the buyer and seller deliver any other payments or documents that are required for the transaction

How you’ll know when you can check this off your list and move on to the next step:
Once all documents have been signed, exchanged, and all payments have been made, you can be sure that this step has been completed and you can move on to the next step.

Prepare the closing documents

  • Prepare a closing statement that includes the total amount of the purchase, the outstanding balances of any loans, and any other financial transactions associated with the purchase
  • Make sure all of the documents necessary for closing, such as the purchase agreement, bill of sale, and any other documents required for the transfer of ownership, are signed by both parties
  • Prepare a deed to be used to transfer the ownership of the business from the seller to the buyer
  • Prepare a list of all assets being transferred with the business, such as equipment, inventory, etc.
  • Prepare a list of any liabilities that the buyer is taking on with the purchase, such as any existing loans, debts, or other obligations
  • Make sure that all of the documents are properly prepared and ready to be filed with the appropriate government agencies

Once all of the documents are prepared and signed, this step will be complete.

Transfer the ownership and assets of the business

  • Obtain a transfer of ownership document from the seller and have it signed
  • Notify the local government of the transfer of business ownership
  • Ensure that the seller has transferred all assets associated with the business to the buyer
  • Have the buyer sign a receipt that acknowledges the transfer of assets
  • Confirm that all documents related to the transfer of the business are properly filed with the local government

Once all of the above steps have been completed, you can check this off your list and move on to the next step.

Pay any fees and costs associated with the transaction

  • Gather all of the necessary information regarding the fees and costs associated with the transaction
  • Calculate the total amount of money needed to pay the fees and costs
  • Identify the individual or entity responsible for each fee or cost
  • Make the necessary payments to cover the fees and costs
  • Retain a record of all payments made

You’ll know when you can check this off your list and move on to the next step once you have paid all of the associated fees and costs and have a record of all payments made.

Post-Closing Obligations

  • Make sure all necessary documents are signed and filed with the appropriate authorities
  • Ensure that the seller has provided all the required documents and warranties
  • Transfer the assets and liabilities to the buyer in accordance with the agreement
  • Make sure the buyer is in compliance with any applicable laws and regulations
  • Ensure that all applicable taxes have been paid
  • Confirm that all employees of the seller have been transferred to the buyer as agreed
  • Check that all employees have been provided with the necessary benefits
  • Make sure the buyer is aware of all post-closing obligations
  • Ensure that the buyer is able to access all relevant financial information
  • Confirm that all contingencies have been met
  • Make sure that all accounts have been closed and payments have been made

You’ll know you’re done with this step when all the obligations have been met, all documents are signed and filed, and all taxes have been paid.

Submit any required filings

  • Determine which filings need to be completed in order to transfer the business to the new owner.
  • Gather the necessary documents, such as the Articles of Incorporation, to complete the required filings.
  • Submit the necessary filings to the appropriate agencies, such as the Secretary of State’s Office.
  • Pay any filing fees associated with the required filings.
  • Receive the paperwork back from the agency to verify that the filing has been completed.

You can check this step off your list when you have received the paperwork back from the agency confirming that the required filing has been completed.

Notify the appropriate entities of the business sale

  • Notify the local and state authorities of the sale of the business
  • Notify the IRS of the sale of the business
  • Notify any landlords or creditors of the sale
  • Notify any employees of the sale and arrange for their continued employment
  • Notify any customers of the sale and arrange for the continuation of services
  • Notify any other stakeholders of the sale

Once all of the above entities have been notified, you can check this off your list and move on to the next step.

Follow up on any post-closing obligations

  • Make sure that all post-closing documents are prepared and signed
  • Ensure that any payment obligations are fulfilled according to the terms of the agreement
  • Review the agreement to ensure that all representations and warranties are being met
  • Contact the seller’s attorney to make sure that all post-closing obligations are being met
  • Monitor the business to make sure that any post-closing obligations are being met in a timely manner
  • Once you have verified that all post-closing obligations have been met, you can move on to the next step in the business purchase agreement.

FAQ

Q: What are the differences between UK and USA business purchase agreements?

Asked by Olivia on June 6th, 2022.
A: Business purchase agreements in the UK differ from those in the US in several ways. In the UK, sellers have more flexibility when it comes to structuring the sale, which can include both share sales and asset sales. Additionally, UK law allows for a variety of payment terms and conditions to be agreed upon, such as deferred payment or staggered payments. In the US, however, there tend to be more restrictions on payment terms and conditions, as well as more stringent requirements for disclosure of information related to the sale. This may mean that sellers in the US need to disclose more information than those in the UK, which could give buyers an advantage when negotiating.

Q: How does EU law affect business purchase agreements?

Asked by Samuel on August 18th, 2022.
A: The European Union (EU) has implemented a number of laws which can affect business purchase agreements depending on where the sale takes place. Generally speaking, EU law requires that sellers disclose any information related to the sale which could materially affect its value. This includes information such as any defects or liabilities associated with the company being sold. Additionally, EU law also sets limits on certain types of payments which can be included in a business purchase agreement, such as those related to non-compete clauses or post-sale employment arrangements. It is important to be aware of these laws when negotiating a business purchase agreement in an EU country as they can have a significant effect on the terms and conditions of the agreement.

Q: What types of businesses require a business purchase agreement?

Asked by Noah on July 14th, 2022.
A: Generally speaking, any type of business which involves buying or selling assets or shares will require some form of business purchase agreement in order for it to be legally binding. This includes businesses of all sizes and types, from small sole proprietorships to large corporations. However, certain types of businesses may require more complex agreements due to their nature, such as technology companies or those which involve intellectual property rights. It is important for all parties involved to understand what is required in order for a business purchase agreement to be legally binding and enforceable in their jurisdiction before signing any documents.

Example dispute

Possible Lawsuit Scenarios Involving a Business Purchase Agreement:

  • Breach of Contract: if one of the parties does not fulfill their obligations as agreed upon in the purchase agreement, the other party may sue for breach of contract. The plaintiff may be able to prove that a breach occurred, and if so, can seek damages for any losses suffered due to the breach.
  • Misrepresentation: if either party provides incorrect information in the purchase agreement, the other party may sue for misrepresentation. The plaintiff may be able to prove that the misrepresented information caused them to suffer losses, and they can seek damages for those losses.
  • Fraud: if one of the parties intentionally misleads the other party in the purchase agreement, the other party may sue for fraud. The plaintiff may be able to prove that the fraudulent information caused them to suffer losses, and they can seek damages for those losses.
  • Unconscionability: if the purchase agreement is so one-sided or unfair to one of the parties that it is considered unconscionable, the other party may sue for relief. The plaintiff may be able to prove that the agreement is unconscionable, and can seek damages for any losses suffered due to the unfair agreement.
  • Specific Performance: if one of the parties does not fulfill their obligations as agreed upon in the purchase agreement, the other party may sue for specific performance. The plaintiff may be able to prove that a breach occurred, and if so, can seek an order from the court requiring the breaching party to fulfill their obligations as specified in the purchase agreement.
  • Rescission: if one of the parties does not fulfill their obligations as agreed upon in the purchase agreement, the other party may sue for rescission. The plaintiff may be able to prove that a breach occurred, and if so, can seek to have the purchase agreement rescinded and their money returned.

Templates available (free to use)

Asset Purchase Agreement
Asset Purchase Agreement Ip And It Warranties
Covid 19 Warranties For Asset Purchase Agreements
Covid 19 Warranties For Share Purchase Agreements


Deed Of Guarantee And Indemnity For Seller Obligations Share Purchase Agreement
Detailed Tax Warranties For Share Purchase Agreements
Employment Provisions For Buying Shares Share Purchase Agreement










Ip Rights Asssignment In Asset Purchase Agreement


Letter To Seller Regarding Share Purchase Agreement And Disclosure Letter




















Sellers Deed Of Guarantee Under Asset Purchase Agreement


Share Purchase Agreement Auction Or Tender Ip Warranties
Share Purchase Agreement For Multiple Individual Sellers Non Simultaneous Exchange And Completion
Share Purchase Agreement For Multiple Individual Sellers Simultaneous Exchange And Completion
Share Purchase Agreement For One Corporate Seller Simultaneous Exchange And Completion
Share Purchase Agreement For Single Seller At Controlled Auction
Share Purchase Agreements For Intra Group Reorganisations

Short Form Asset Purchase Agreement Limited Companies
Simple Asset Purchase Agreement Immediate Completion
Simple Share Purchase Agreement For Acquisition Of A Group
Simple Share Purchase Agreement Simultaneous Exchange And Completion
Simple Tax Covenant For Share Purchase Agreement

Standard Cross Border Share Purchase Agreement Single Buyer And Single Seller
Standard Purchase Agreement For Block Trade Principal Agent
Standard Warranties For A Share Purchase Agreement For Life Sciences Sector




Tupe Employee Provisions For Asset Purchase Agreement

Warranties Regarding Employee Share Plans And Other Incentives Within Share Purchase Agreement

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