Purchase and Sale of Business Agreement

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A Purchase and Sale of Business Agreement is used to transfer the shares or assets of a business from one or more sellers to one or more purchasers.

The agreement can be structured as a sale of the shares of the business or as a sale of the assets of the business.

If you are planning to buy or sell a business, you should have a written agreement in place between the seller (also called the vendor) and the purchaser (all called the buyer). The agreement of purchase and sale will address certain key issues including:

1. what is being bought and sold (called the "assets) (eg. equipment, client list, intellectual property),
2. the purchase price,
3. method of payment of purchase price and amount of deposit, if any.
4. the date of transfer (called the "closing date")
5. representations and warranties of the seller (eg. the condition of the assets, location of assets, ownership of the assets)
6. representations of the buyer
7. conditions of closing (eg. purchaser has first obtained a loan from a bank; purchaser has inspected the assets)
8. procedures to be followed on the closing date (eg. money to be exchanged, documents to be exchanged, assets to be exchanged)
9. general legal contract provisions

Download: Purchase and Sale of Business Agreement