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Business Acquisition Purchase Agreement
"I need a Business Acquisition Purchase Agreement for acquiring a small software development company with 15 employees, including provisions for intellectual property transfer and employee retention incentives, with closing planned for March 2025."
1. Parties: Identification of buyer and seller entities with full legal names and addresses
2. Background/Recitals: Context of the transaction and high-level description of what is being acquired
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price and what is being acquired
5. Consideration: Details of payment structure, timing, and adjustments
6. Closing: Closing conditions, timing, and mechanics
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Promises to do or not do certain things before and after closing
9. Indemnification: Protection against losses and liability allocation
10. Termination: Circumstances under which agreement can be terminated
1. Employee Matters: Treatment of employees post-closing - used when transaction involves transfer of employees
2. Tax Matters: Specific tax treatment and allocations - used for complex tax structures or specific tax elections
3. Transition Services: Post-closing support services - used when seller will provide temporary support after closing
4. Earn-out Provisions: Future payment mechanisms based on performance - used when part of purchase price is contingent on future performance
1. Disclosure Schedules: Exceptions to representations and warranties
2. Asset Schedule: Detailed list of assets being transferred
3. Excluded Assets Schedule: Assets explicitly excluded from transaction
4. Assumed Liabilities Schedule: Liabilities being assumed by buyer
5. Material Contracts: Key agreements being transferred
6. Intellectual Property Schedule: List of IP rights being transferred
7. Employee Schedule: List of transferring employees and key terms
8. Real Property Schedule: Details of real estate assets involved
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