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Governing Law

Select the State
A legal document will typically be governed by the laws of the jurisdiction where the business operates or where the assets are located.

Transaction Type

If you are only purchasing a portion of the assets of the Business then you must select  Assets. If you are purchasing all of the assets of the business then you can select  Shares or  Assets.

If you are not purchasing all outstanding shares of the company then you should use our Share Purchase Agreement.
There may be tax implications involved in selling your corporation as a sale of Assets or as a sale of Shares. If you are uncertain which is the best option for you then check with your accountant.

Output Format

You may choose from two different output formats for this document.
Purchase of Business Agreement
A Purchase of Business Agreement is a binding contract with rights and obligations for each party. The terms and conditions of a Purchase of Business Agreement will take priority over the terms and conditions contained in any prior Letter of Intent.

A Letter of Intent is NOT binding on either party and only outlines terms and conditions for discussion regarding a possible agreement in the future. A Letter of Intent does not prevent either party from entering into negotiations with third parties.
A Purchase of Business Agreement is a binding contract with rights and obligations for each party.

A Letter of Intent is NOT binding on either party and is only an expression of an intent to continue negotiations in good faith.

Business Information

Answer the following questions concerning the business that is being sold:
Enter the legal name for the business.
(e.g. Salman Ltd.)

Enter the name the business operates under if different from the Business Name.
(e.g. Albert's Automotive.)

Try to use a street address if possible. A street address is more accurate and descriptive and prevents any misunderstanding in the agreement.
(e.g. 1430 - 103 St., Beverly Hills, CA, 90210)

Describe the nature of the business conducted by the Company.
(e.g. retail automotive sales, oilfield welding and fabrication)

Only an incorporated company will have shares of stock.
Indicate if the Business is a registered corporation.

Purchaser Information

1
Enter the name, address and other seller specific information for each Purchaser.

Purchaser Information

(e.g. Sally T. Smith)
(e.g. 1430 - 103 St., Beverly Hills, CA, 90210)
Individual

Assets and Purchase Price

USD United States Dollars
All monetary amounts listed in the final document will be in this currency.

Assets to be Sold (All amounts shown in US Dollars-$)

Base Purchase Price: $0.00

Excluded Assets
These assets are excluded from the sale.

Taxes and Totals

Base Purchase Price: $0.00

%
(N/A)
Enter a State Tax Registration Number when required for this jurisdiction.
Total Purchase Price: $0.00

Note: Taxation information is provided only as a guide. Consult regulations specific to your region.

Common Questions

Payment Terms

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The closing date (the "Close") is the date the parties pay the outstanding balance and transfer the Assets.

Lump sum payment of outstanding amount
A Promissory Note is an enforceable promise to pay back a loan or debt on demand or at some future time. A Promissory Note is a separate document and is not included with this agreement.

Specific Clauses and Warranties to Include

Select specific Clauses and Warranties to include that you require for your transaction or circumstance.
Seller will not enter into a competitive business prior to the expiration of the non-competition period.
The Seller will not solicit or hire former employees prior to the expiration of the non-solicitation period.
A Confidentiality Clause protects both the Purchaser and the Seller from the uncontrolled release of any proprietary or confidential information that may have been revealed at any time during the negotiations for this Agreement.
Where applicable, the Seller should guarantee that no hazardous spill or emission has occurred for which the Purchaser could become liable and also that the Business is not in violation of any relevant environmental laws.

Representations and Warranties

Do Not Specify
All representations and warranties made by the Seller will remain in force for what period of time after the closing of the Agreement.

Do Not Specify
All representations and warranties made by the Purchaser will remain in force for what period of time after the closing of the Agreement.

Do Not Specify
Each party should provide the other with a written assurance that all representations and warranties have been addressed and are valid.

Officer Certificate: An Officer Certificate is performed by a corporate officer or, in the case of a non-corporate business entity, by a member of the management team. An Officer Certificate is reasonable assurance of the accuracy of representations and warrants. Willful misrepresentation by an officer of the Seller's corporation would be grounds to void this agreement and would require the Seller to return any deposit.

Legal Opinion: A legal opinion is provided by an attorney acting as an independent third party. The attorney is obligated to provide an accurate well-researched assessment. An attorney could face a lawsuit for damages and even disbarment for knowingly or through carelessness, misrepresenting the facts.

Do Not Specify
Each party should provide the other with a written assurance that all representations and warranties have been addressed and are valid.

Officer Certificate: An Officer Certificate is performed by a corporate officer or, in the case of a non-corporate business entity, by a member of the management team. An Officer Certificate is reasonable assurance of the accuracy of representations and warrants. Willful misrepresentation by an officer of the Purchaser's corporation would be grounds to void this agreement and would require the Purchaser to forfeit the deposit.

Legal Opinion: A legal opinion is provided by an attorney acting as an independent third party. The attorney is obligated to provide an accurate well-researched assessment. An attorney could face a lawsuit for damages and even disbarment for knowingly or through carelessness, misrepresenting the facts.

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A representation or warranty is a promise made by the Seller to the Purchaser that relates to a specific issue affecting the Agreement.

(e.g. "No other person has the right to possess or use any intellectual property referred to in this Agreement.")

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A representation or warranty is a promise made by the Purchaser to the Seller that relates to a specific issue affecting the purchase.

(e.g. "The execution and performance of this Agreement will not violate any other contract to which the Purchaser is a party.")
Common Questions

What are Representations and Warranties?Representations and Warranties are promises that one party makes to the other relating to the state of the business.

(e.g. The Seller guarantees to the Purchaser that all equipment related to the business has been maintained in good running condition.)

Conditions Precedent

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This condition precedent is an action that would have to be performed by the Seller prior to the closing of the Agreement. The Agreement is not binding until this condition is satisfied.

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This condition precedent is an action that would have to be performed by the Purchaser prior to the closing of the Agreement. The Agreement is not binding until this condition is satisfied.
Common Questions

What is a condition precedent?Condition Precedent is a term of the agreement that must be met prior to the closing date. If conditions precedent are not met then the agreement would be void. An example of a condition precedent might be that the Seller must obtain permission from a landlord to assign a commercial lease over to the Purchaser prior to the closing date.

What does void mean? If the Seller fails to satisfy an obligation (condition precedent) then the Purchaser is no longer bound by this agreement and the deposit must be refunded. If the Purchaser fails to satisfy an obligation then the Seller is no longer bound by this agreement and the Seller may keep the deposit.

Employees

All
All, some, or none of the employees of the Corporation may be kept on as employees of the Purchaser.

Assumed Liabilities

The Purchaser may assume some, all or none of the liabilities of the Seller. If any liabilities are to be assumed by the Purchaser then select 'Yes' and then describe in detail the liabilities to be assumed.

Mediation/Arbitration

Mediation Before Arbitration
Common Questions

How can the Seller and Purchaser resolve disputes?The Agreement can specify that any dispute between the Purchaser and the Seller relating to this Agreement can be resolved through:
- mediation alone, or
- mediation followed by binding arbitration, or
- binding arbitration alone.

Note that in arbitration, the arbitrator's decision is final and binding.

Additional Clauses

Click here for tips on drafting your additional clauses.
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Signing Details

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Common Questions

Does my document need a witness?Most documents and contracts do NOT require a witness for them to be legally valid. However, many banks and other institutions have their own policies about signing requirements, and may refuse to accept documents that are not notarized regardless of whether they are legally correct. If there is a possibility of a misunderstanding then you may want to get your document witnessed or notarized. Ideally a witness should be an adult who does not have any interest in the document being signed and who is capable of understanding the witnessing process.
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