Business Sale Agreements

This agreement for the sale or purchase of a business contains basic terms for a sale of the assets of a business on a going concern basis (that is, that the business will function without the reasonable threat of liquidation for the foreseeable future).

This eleven page document contains 14 clauses covering

• definitions
• sale and purchase
• consideration
• conduct of business before completion
• completion
• action after completion
• debts and liabilities
• contracts and employees
• apportionments
• warranties
• confidentiality
• notices
• law and jurisdiction
• a general clause addressing further assurance, variation, the scope of the agreement, representation, severability, assignment and third party rights.

This contract is suitable as a template either for the sale of a small business which is not established as a limited company, or for the sale of stock and other assets by a limited company.

This agreement is for the sale and purchase of a limited company by the sale of all of the shares in the company to the purchaser(s). This agreement is suitable for the acquisition or disposal of a small or medium sized company which has no subsidiaries.

This nine page document contains 13 clauses covering

• definitions
• sale and purchase
• sale price
• completion
• warranties
• indemnity
• further assurance
• non-competition
• payment of costs
• announcements and confidentiality
• notices
• law and jurisdiction
• a general clause detailing variation, the scope of the agreement, representation, severability, assignment and third party rights

An annexure allows for a disclosure letter to be written by the sellers.

You need this document if you want to buy or sell a small or medium-sized limited company, and want to buy or sell all shares in the company.

This agreement is suitable for use where both Seller and Buyer are the only Shareholders in a Company and the effect of the sale will be to transfer control of the Company to the Buyer.

This five page document contains 7 clauses covering

• sale and purchase of shares
• price
• warranties
• completion
• law and jurisdiction
• shareholders’ agreement
• a general clause addressing variation, the scope of the agreement, representation, severability, assignment and third party rights.

This agreement is shorter than many such agreements because of the relationship of the parties, both of them being shareholders and represented on the board of the company.

Warranties are therefore limited and the contract deals primarily with the number and shares to be sold, price, actions on completion - payment and resignation of directors.

The agreement provides for the cancellation of a shareholders' agreement if this exists.

You need this document if you want to transfer control of a company from a Seller to a Buyer, where the Seller and Buyer are the only shareholders in a company.

This agreement is designed for use where two parties are involved in the purchase/sale of assets of a business.

This twenty-nine page agreement contains 20 clauses covering

• purchase and sale of assets
• purchase price
• assumption of liabilities
• closing
• labor and employment matters
• loss, destruction, condemnation or damage to assets
• taxes/fees, other expenses and prorations, etc.
• other agreements of the parties
• real estate
• representations and warranties of the seller
• representations and warranties of the buyer
• conditions to the obligation of the buyer to close
• conditions to the obligation of the seller to close
• operation of business prior to closing; cooperation
• indemnification by the seller
• indemnification by the buyer
• termination of agreement
• choice of law; dispute resolution
• the scope of the agreement; modification/waiver
• a miscellaneous clause detailing survival of representations and warranties, covenant of further assurances, force majeure, notices, governing language, headings, assignment, severability, counterparts and knowledge of the parties.

This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions.

It includes language relating to the transfer of real estate, which can be deleted if not needed. It is intended for use in any state in the United States.

This agreement is designed for use where two parties are involved in the purchase and sale of shares of a corporation.

This twenty-two page contract has 15 clauses covering

• purchase and sale of shares
• purchase price
• closing
• taxes and expenses
• representations and warranties of the seller
• representations and warranties of the buyer
• covenants of the parties; cooperation
• conditions to the obligation of the buyer to close
• conditions to the obligation of the seller to close
• indemnification by the seller
• indemnification by the buyer
• termination of agreement
• choice of law; dispute resolution
• scope of the agreement; modification/waiver
• a general clause detailing survival of representations and warranties, covenant of further assurances, force majeure, notices, governing language, headings, assignment, severability, counterparts and knowledge of the parties

This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions for a company sale or corporate acquisition.

This agreement is intended for use in any state in the United States.

You need this document if you are a party involved in the sale or purchase of shares in an American company.