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Business Buyout Agreement
"I need a Business Buyout Agreement for purchasing a small technology consulting firm with 25 employees based in California, with a planned closing date of March 15, 2025, including specific provisions for intellectual property transfer and employee retention."
1. Parties: Identification of the seller(s), buyer(s), and any other key parties to the agreement
2. Background: Context of the transaction, including brief description of the business and purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including what is being sold (assets or shares) and the purchase price
5. Payment Terms: Structure and timing of payments, including any earnout provisions or adjustments
6. Closing: Conditions precedent, closing mechanics, and timing
7. Representations and Warranties: Statements of fact and assurances from both parties about the business, authority to enter agreement, etc.
8. Covenants: Pre-closing and post-closing obligations of the parties
9. Indemnification: Protection against losses and liability allocation between parties
10. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities
11. Confidentiality: Protection of sensitive business information
12. Dispute Resolution: Procedures for handling disputes between parties
13. General Provisions: Standard legal provisions including governing law, notices, amendments, etc.
1. Employee Matters: Terms regarding treatment of employees post-closing, used when employment arrangements are significant to the deal
2. Intellectual Property Rights: Detailed IP transfer provisions, used when IP is a significant asset
3. Real Estate: Specific provisions for real property transfer, used when real estate is involved
4. Environmental Matters: Environmental representations and indemnities, used for businesses with environmental risks
5. Transition Services: Terms for post-closing support from seller, used when continued seller involvement is needed
6. Escrow Arrangements: Terms for holding funds in escrow, used when payment security is needed
7. Third Party Consents: Process for obtaining required third party approvals, used when significant contracts require consent for transfer
1. Schedule of Assets: Detailed list of all assets included in the sale
2. Schedule of Excluded Assets: List of assets specifically excluded from the sale
3. Schedule of Assumed Liabilities: Detailed list of liabilities being assumed by buyer
4. Schedule of Excluded Liabilities: List of liabilities specifically excluded from assumption
5. Disclosure Schedule: Exceptions to representations and warranties
6. Schedule of Material Contracts: List of important contracts being transferred
7. Schedule of Intellectual Property: Detailed list of IP assets
8. Schedule of Real Property: Details of owned and leased real estate
9. Schedule of Employee Information: List of employees and their key terms of employment
10. Purchase Price Allocation Schedule: Breakdown of purchase price allocation for tax purposes
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Construction
Financial Services
Hospitality
Transportation
Energy
Agriculture
Education
Media and Entertainment
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Corporate Development
Tax
Compliance
Risk Management
Business Development
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Business Owner
Managing Director
Mergers & Acquisitions Director
Investment Banker
General Counsel
Corporate Secretary
Business Development Director
Finance Director
Tax Director
Due Diligence Manager
Integration Manager
Risk Manager
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