[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-purchase-and-sale-agreement-D13884":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"PURCHASE & SALE AGREEMENT This Purchase & Sale Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [SELLER'S NAME], (\"Seller\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [BUYER'S NAME], (\"Buyer\") an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF PROPERTY The Seller agrees to sell, and the Buyer agrees to purchase, the real property located at [PROPERTY ADDRESS], including all improvements, fixtures, and appurtenances thereto (the \"Property\"). A full legal description of the Property is attached hereto as Exhibit A. PURCHASE PRICE AND PAYMENT TERMS 2.1 The Buyer shall pay the Seller a total purchase price of [PURCHASE PRICE AMOUNT] for the Property, as specified in Exhibit A. 2.2 Payment Terms: [DETAIL PAYMENT TERMS, SUCH AS DOWN PAYMENT, FINANCING ARRANGEMENTS, ESCROW DETAILS, ETC. INCLUDE ANY CONDITIONS OR CONTINGENCIES RELATED TO FINANCING.] DUE DILIGENCE AND INSPECTIONS 3.1 Due Diligence: The Buyer shall have [DUE DILIGENCE PERIOD] days from the Effective Date of this Agreement to conduct due diligence, including but not limited to property inspections, title review, and appraisal. 3.2 Inspection Findings: In case of any material defects or issues discovered during the Due Diligence Period, the Buyer may request repairs, a reduction in purchase price, or may terminate this Agreement. CLOSING 4",null,"Purchase and Sale Agreement","4",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/purchase-and-sale-agreement-D13884.png","https://templates.business-in-a-box.com/imgs/250px/13884.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13884.xml",{"title":15,"description":6},"purchase and sale agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Purchase & Sale Agreements","/templates/purchase-sale-agreement/","purchase sale agreement","Purchase and Sale Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13884.png","https://templates.business-in-a-box.com/imgs/600px/13884.png",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":18,"url":19},{"label":35,"url":36},"Sales & Purchase","/templates/sales-and-purchase/",[38,42,46,50,54,58,62,66,70,74,78,82,86,102,116,134,148,163],{"label":39,"url":40,"thumb":41,"extension":10},"Buy Sell Agreement","/template/buy-sell-agreement-D12611","https://templates.business-in-a-box.com/imgs/250px/12611.png",{"label":43,"url":44,"thumb":45,"extension":10},"Asset Sale and Purchase Agreement Film & Television","/template/asset-sale-and-purchase-agreement-film-television-D860","https://templates.business-in-a-box.com/imgs/250px/860.png",{"label":47,"url":48,"thumb":49,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"label":51,"url":52,"thumb":53,"extension":10},"Land Purchase Agreement","/template/land-purchase-agreement-D13424","https://templates.business-in-a-box.com/imgs/250px/13424.png",{"label":55,"url":56,"thumb":57,"extension":10},"Power Purchase Agreement","/template/power-purchase-agreement-D12873","https://templates.business-in-a-box.com/imgs/250px/12873.png",{"label":59,"url":60,"thumb":61,"extension":10},"Sale Agreement for International Goods","/template/sale-agreement-for-international-goods-D12553","https://templates.business-in-a-box.com/imgs/250px/12553.png",{"label":63,"url":64,"thumb":65,"extension":10},"Real Estate Purchase Agreement","/template/real-estate-purchase-agreement-D13234","https://templates.business-in-a-box.com/imgs/250px/13234.png",{"label":67,"url":68,"thumb":69,"extension":10},"Purchase Agreement Short Version","/template/purchase-agreement-short-version-D12669","https://templates.business-in-a-box.com/imgs/250px/12669.png",{"label":71,"url":72,"thumb":73,"extension":10},"Sales Agreement","/template/sales-agreement-D13769","https://templates.business-in-a-box.com/imgs/250px/13769.png",{"label":75,"url":76,"thumb":77,"extension":10},"Business Transfer Agreement","/template/business-transfer-agreement-D12552","https://templates.business-in-a-box.com/imgs/250px/12552.png",{"label":79,"url":80,"thumb":81,"extension":10},"Commission Split Agreement","/template/commission-split-agreement-D12729","https://templates.business-in-a-box.com/imgs/250px/12729.png",{"label":83,"url":84,"thumb":85,"extension":10},"Profit Sharing Agreement","/template/profit-sharing-agreement-D13753","https://templates.business-in-a-box.com/imgs/250px/13753.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":100,"url":101},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[96,98],{"label":18,"url":97},"business-legal-agreements",{"label":21,"url":99},"purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":114,"url":115},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":110,"description":6},"letter of intent_acquisition of business",[112,113],{"label":18,"url":97},{"label":18,"url":97},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":132,"url":133},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[126,129],{"label":127,"url":128},"Sales & Marketing","sales-marketing",{"label":130,"url":131},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":135,"descriptionCustom":6,"label":136,"pages":105,"size":9,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":147},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":141,"description":6},"non disclosure agreement nda",[143,144],{"label":18,"url":97},{"label":145,"url":146},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":9,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":162},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":156,"description":6},"shareholders agreement",[158,159],{"label":18,"url":97},{"label":160,"url":161},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":164,"descriptionCustom":6,"label":165,"pages":8,"size":9,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":178},"CHECKLIST CUSTOMER DUE DILIGENCE Customer Due Diligence (CDD) is a critical process to ensure compliance with regulatory standards and safeguard against financial crimes. This checklist outlines the essential steps for effective CDD, from initial customer contact to ongoing monitoring and record-keeping. Gathering Customer Information: Individual Customers Full Name: Date of Birth: Nationality: Residential Address: Mailing Address (if different): Contact Number: Email Address: Identification Type (e.g., Passport, Driver's License): Identification Number: Issuing Country/Authority: Expiry Date of Identification Document: Corporate Customers Company Name: Registration Number: Country of Incorporation: Registered Address: Business Address (if different): Nature of Business: Date of Incorporation: Contact Number: Email Address: Website (if any): Directors' Names and Details: Ultimate Beneficial Owners (UBOs) Names and Details: Shareholding Structure: Identity Verification: Verify Identity Documents Document Verification (type of document, number, expiration date) Biometric Verification (if applicable) Verify Address Utility Bill Bank Statement Lease Agreement Additional Verification (if needed): Biometric Authentication Passive Liveness Detection Risk Assessment: Customer Type (Individual/Business): Customer Segment (Retail/Corporate): Industry: Expected Account Activity (Transaction Types, Volumes, and Values): Source of Funds: Purpose of the Account: Geographical Risk (Customer's Country of Origin/Operation): Any High-Risk Indicators (e.g., PEP, sanctions, negative media): Risk Profile Determination (Low, Medium, High): Enhanced Due Diligence (EDD) for High-Risk Customers:","Checklist Customer Due Diligence","https://templates.business-in-a-box.com/imgs/1000px/checklist-customer-due-diligence-D13916.png","https://templates.business-in-a-box.com/imgs/250px/13916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13916.xml",{"title":170,"description":6},"checklist customer due diligence",[172,175],{"label":173,"url":174},"Business Plan Kit","business-plan-kit",{"label":176,"url":177},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",false,{"seo":181,"reviewer":191,"quick_facts":195,"at_a_glance":198,"personas":202,"variants":227,"glossary":254,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":458,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":516,"classification":517},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Purchase And Sale Agreement Template (Free Word)","Free purchase and sale agreement template for buying or selling a business, real estate, or assets. Covers price, conditions, representations, and closing. Free Word and PDF download.","purchase and sale agreement template",[15,186,187,188,189,190],"purchase and sale agreement template word","business purchase and sale agreement","purchase and sale contract template","purchase agreement template free","sale of business agreement template",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":197,"signature_required":197},"advanced",true,{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Purchase and Sale Agreement is a legally binding contract between a buyer and a seller that governs the transfer of ownership of a business, real estate, or significant asset. This free Word download covers purchase price, payment structure, representations and warranties, conditions to closing, and post-closing obligations in a single editable document you can export as PDF and execute with counterparties.\n","Use it when both parties have agreed in principle on a transaction and need to formalize terms before closing — including any asset sale, business acquisition, or property transfer where binding obligations and due-diligence protections are required.\n","Identification of parties and the subject of sale, purchase price and payment terms, representations and warranties from both sides, conditions precedent to closing, covenants, indemnification, dispute resolution, and governing law.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Business owners selling a company","Documenting the agreed sale terms for a business acquisition or exit","persona-small-business-owner",{"title":208,"use_case":209,"icon_asset_id":210},"Entrepreneurs acquiring a business","Binding a seller to agreed price, assets, and representations before closing","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Real estate investors","Formalizing commercial property purchases with contingencies and closing conditions","persona-real-estate-investor",{"title":216,"use_case":217,"icon_asset_id":218},"M&A advisors and brokers","Providing clients with a structured framework for deal documentation","persona-ma-advisor",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate finance teams","Executing asset divestitures or subsidiary sales as part of restructuring","persona-cfo",{"title":224,"use_case":225,"icon_asset_id":226},"Private equity sponsors","Closing portfolio company acquisitions with detailed reps, warranties, and indemnities","persona-private-equity",[228,231,235,239,243,246,250],{"situation":229,"recommended_template":88,"slug":230},"Purchasing the operating assets of a business, not its shares","asset-purchase-agreement-D928",{"situation":232,"recommended_template":233,"slug":234},"Acquiring ownership by buying the seller's shares or membership interests","Stock Purchase Agreement","stock-purchase-agreement-D349",{"situation":236,"recommended_template":237,"slug":238},"Buying or selling commercial real estate","Commercial Real Estate Purchase Agreement","real-estate-purchase-agreement-D13234",{"situation":240,"recommended_template":241,"slug":242},"Preliminary deal structure before full agreement is drafted","Letter of Intent (LOI)","letter-of-intent-D12655",{"situation":244,"recommended_template":118,"slug":245},"Simple sale of goods or equipment between businesses","bill-of-sale-D1229",{"situation":247,"recommended_template":248,"slug":249},"Protecting confidential information during the negotiation phase","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":251,"recommended_template":252,"slug":253},"Seller financing the buyer as part of the transaction","Seller Financing Agreement","financing-agreement-D877",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Purchase Price","The total agreed consideration a buyer pays to the seller in exchange for ownership of the asset or business, stated in a specific currency.",{"term":259,"definition":260},"Earnout","A deferred payment structure where the seller receives additional consideration only if the business meets defined financial targets after closing.",{"term":262,"definition":263},"Representations and Warranties","Factual statements made by each party as of a specific date — the seller typically warrants title, financials, and absence of undisclosed liabilities.",{"term":265,"definition":266},"Conditions Precedent","Events or approvals that must occur before either party is obligated to close the transaction, such as regulatory clearance or financing.",{"term":268,"definition":269},"Indemnification","An obligation by one party to compensate the other for losses arising from a breach of the agreement or an undisclosed liability.",{"term":271,"definition":272},"Escrow","A neutral third-party account that holds funds or documents until all closing conditions are satisfied.",{"term":274,"definition":275},"Working Capital Adjustment","A post-closing price correction based on the difference between the business's actual working capital at closing and a pre-agreed target amount.",{"term":277,"definition":278},"Material Adverse Change (MAC)","A clause allowing a buyer to exit the agreement without penalty if a significant negative event affects the target business before closing.",{"term":280,"definition":281},"Closing Date","The specific calendar date on which ownership transfers, funds are released, and all closing deliverables are exchanged between the parties.",{"term":283,"definition":284},"Covenant","A binding promise by one party to do — or refrain from doing — something specific, either before closing or for a defined period afterward.",{"term":286,"definition":287},"Basket and Cap","Indemnification thresholds: the basket is the minimum loss amount before a claim can be made; the cap is the maximum total liability a party accepts under the agreement.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and recitals","Identifies the buyer and seller as legal entities, describes the subject of the transaction, and states the mutual intent to enter into the agreement.","This Purchase and Sale Agreement ('Agreement') is entered into as of [DATE] by and between [SELLER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Buyer'), for the purchase and sale of [DESCRIPTION OF ASSETS / BUSINESS / PROPERTY].","Using a trade name instead of the registered legal entity name. If the contracting party doesn't match the entity that holds title to the assets, the transfer may be legally ineffective.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Purchase price and payment terms","States the total consideration, the form of payment (cash, note, equity, or a combination), the payment schedule, and any earnout or deferred consideration.","The aggregate purchase price for the [ASSETS / SHARES / PROPERTY] shall be $[AMOUNT] ('Purchase Price'), payable as follows: (a) $[DEPOSIT] upon execution; (b) $[AMOUNT] in cash at Closing; and (c) $[EARNOUT AMOUNT] subject to the earnout provisions in Schedule [X].","Omitting a working capital adjustment mechanism. A fixed price with no adjustment allows the seller to drain cash or receivables before closing, leaving the buyer with a business worth less than the agreed price.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Representations and warranties of the seller","The seller makes factual statements about title, financial condition, absence of undisclosed liabilities, material contracts, litigation, and compliance with applicable law.","Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the [Assets / Shares], free and clear of all liens; (b) the Financial Statements for the period ending [DATE] fairly present the financial condition of the Business; and (c) there is no pending or threatened litigation against the Business.","Seller's reps that are qualified to the seller's 'knowledge' without defining what knowledge means. Undefined knowledge qualifiers are routinely litigated — specify whether knowledge includes constructive knowledge and which individuals' knowledge counts.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Representations and warranties of the buyer","The buyer confirms authority to enter the agreement, capacity to fund the purchase, and that no regulatory approval blocks the transaction.","Buyer represents and warrants to Seller that: (a) Buyer is duly organized and in good standing; (b) Buyer has full authority to execute this Agreement and consummate the transactions contemplated herein; and (c) Buyer has or will have at Closing sufficient funds to pay the Purchase Price.","Treating buyer reps as a formality and leaving them one-sided. If the buyer's financing falls through or a required regulatory approval is missing, the seller has no contractual remedy without robust buyer representations.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Conditions precedent to closing","Lists the events and approvals each party must satisfy before the closing obligation is triggered — including financing, regulatory clearance, third-party consents, and completion of due diligence.","The obligations of Buyer to consummate the Closing are conditioned upon: (a) all representations and warranties of Seller being true and correct as of the Closing Date; (b) receipt of all required third-party consents listed in Schedule [X]; and (c) no Material Adverse Change having occurred since the date hereof.","Leaving financing as an implied condition rather than an explicit one. If the buyer's financing falls through and there is no financing contingency, the buyer is in breach and may forfeit the deposit.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Covenants","Obligations each party must perform between signing and closing — commonly, the seller's obligation to operate the business in the ordinary course and the buyer's obligation to pursue financing and regulatory approvals diligently.","From the date hereof until Closing, Seller shall: (a) operate the Business in the ordinary course consistent with past practice; (b) not incur indebtedness outside the ordinary course exceeding $[THRESHOLD]; and (c) promptly notify Buyer of any event that would reasonably be expected to result in a Material Adverse Change.","No ordinary-course covenant at all, or one so vague it cannot be enforced. 'Business in the ordinary course' should be defined with a specific dollar threshold for decisions requiring buyer consent.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Closing deliverables","Specifies exactly what each party must deliver at closing — including executed instruments of transfer, officer certificates, payoff letters, escrow instructions, and access credentials.","At Closing, Seller shall deliver: (a) executed Bill of Sale and Assignment Agreements for all transferred assets; (b) an officer's certificate dated as of the Closing Date; (c) payoff letters and lien releases for all indebtedness; and (d) [any domain, account, or IP transfer documentation].","Listing deliverables vaguely ('all documents reasonably required') without a specific schedule. This creates post-closing disputes about what each party was actually obligated to provide.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Indemnification and survival","Defines each party's obligation to compensate the other for losses resulting from a breach of the agreement, and how long representations and warranties remain actionable after closing.","Seller shall indemnify and hold harmless Buyer from and against any Losses arising from: (a) any breach of Seller's representations, warranties, or covenants; or (b) any Excluded Liability. Indemnification claims for general reps must be brought within [18] months of Closing; claims for fundamental reps survive indefinitely.","No basket or cap on indemnification exposure. Without a deductible basket and a liability cap (typically 10–100% of the purchase price depending on risk), a minor breach can trigger a claim disproportionate to the loss.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Non-compete and non-solicitation","Prevents the seller from opening or joining a competing business or poaching employees and customers for a defined period and geography after closing.","For a period of [3] years following the Closing Date, Seller shall not, directly or indirectly, engage in any business that competes with the Business within [GEOGRAPHIC AREA], nor solicit any employee, customer, or supplier of the Business.","Setting an unreasonably broad non-compete that courts will strike down entirely. Scope, duration, and geography must all be calibrated to the legitimate protectable interest — typically the goodwill included in the purchase price.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law and dispute resolution","Specifies which jurisdiction's law governs interpretation of the agreement and the mechanism — arbitration, mediation, or litigation — for resolving disputes.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to either party's location or the asset's location. Courts may disregard the choice-of-law clause if it has no reasonable relationship to the transaction.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify the parties and describe the subject of sale","Enter the full registered legal name, entity type, and jurisdiction of formation for both buyer and seller. Describe the subject of the transaction — whether it is the assets of a business, its shares, or a specific property — with enough specificity to avoid ambiguity at closing.","Attach a detailed schedule of included and excluded assets rather than relying on general language in the body — schedules are far easier to amend than core contract provisions.",{"step":346,"title":347,"description":348,"tip":349},2,"State the purchase price and payment structure","Enter the total purchase price, the form of consideration (cash, promissory note, equity rollover, or a combination), and the payment schedule. If there is an earnout, define the financial metrics, measurement period, and payment formula in a dedicated schedule.","Specify the currency and the wire transfer or escrow instructions precisely — closing delays most commonly trace back to ambiguous payment mechanics.",{"step":351,"title":352,"description":353,"tip":354},3,"Draft the seller's representations and warranties","Work through each representation systematically: title and authority, financial statements, material contracts, intellectual property, litigation, environmental, tax compliance, and employee matters. Attach a disclosure schedule to qualify any representation that is not unconditionally true.","A seller disclosure schedule prepared before signing — not after — surfaces issues early enough to adjust the price rather than trigger an indemnity claim post-closing.",{"step":356,"title":357,"description":358,"tip":359},4,"Set the conditions precedent to closing","List every approval, consent, and event that must occur before closing is obligatory. Common items include third-party contract consents, regulatory or antitrust clearance, financing confirmation, and satisfactory completion of due diligence.","Set a deadline (outside date) by which conditions must be satisfied. Without one, either party can delay indefinitely without being in breach.",{"step":361,"title":362,"description":363,"tip":364},5,"Define the ordinary-course covenants","Specify what the seller may and may not do between signing and closing — capital expenditures above a threshold, new debt, executive hires, customer contract changes — and require prompt notice of any material adverse development.","Attach a list of actions requiring the buyer's prior written consent. Broad language like 'ordinary course' is litigated constantly; a specific consent list eliminates ambiguity.",{"step":366,"title":367,"description":368,"tip":369},6,"Negotiate and cap indemnification exposure","Set the survival period for each category of representation — typically 12–24 months for general reps, indefinitely for fundamental reps (title, authority, taxes, fraud). Set a basket (minimum claim threshold) and a cap (maximum aggregate liability), both expressed as a dollar amount or percentage of the purchase price.","A rep-and-warranty insurance policy can shift indemnification risk to an insurer, which often makes the negotiation of the basket and cap less contentious.",{"step":371,"title":372,"description":373,"tip":374},7,"Draft the non-compete with jurisdiction in mind","Set the duration, geographic scope, and restricted activities proportionate to the goodwill being transferred. For a local service business, a 3-year, county-wide restriction is standard. For a national business, 3 years and the country of operation is typical.","In California, post-sale non-competes are enforceable only to the extent necessary to protect the goodwill of the acquired business — the standard is different from employment non-competes.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before transferring any access or assets","Both parties must sign the agreement — and any required ancillary documents — before any assets change hands, accounts are transferred, or business access is granted. Closing deliverables should be exchanged simultaneously, not in advance.","Use a closing checklist listing every deliverable, responsible party, and status. Circulate it to all parties at least five business days before the closing date.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"No working capital adjustment mechanism","A seller can legitimately drain receivables, deplete inventory, or delay payables in the weeks before closing, delivering a business worth materially less than the negotiated price. Without an adjustment, the buyer has no contractual remedy.","Include a working capital target based on a trailing 12-month average, with a post-closing true-up mechanism and a defined escrow holdback to fund any shortfall.",{"mistake":386,"why_it_matters":387,"fix":388},"Undefined knowledge qualifier on seller representations","When a warranty is qualified to the seller's 'knowledge' without defining what that means, courts reach different conclusions on whether it includes constructive knowledge or only actual awareness — leading to expensive indemnity disputes.","Define 'knowledge' explicitly: name the individuals whose awareness counts and specify whether it includes constructive knowledge or only actual knowledge after reasonable inquiry.",{"mistake":390,"why_it_matters":391,"fix":392},"No financing contingency for a buyer using third-party debt","Without an explicit financing contingency, a buyer whose loan falls through is in breach of the agreement and may forfeit the deposit — even if the failure was entirely outside the buyer's control.","Include a financing contingency with a specific deadline, a defined financing threshold, and an obligation on the buyer to pursue financing diligently and notify the seller promptly if it cannot be secured.",{"mistake":394,"why_it_matters":395,"fix":396},"Closing deliverables listed vaguely without a schedule","Post-closing disputes most frequently arise from disagreement about what each party was required to deliver at closing. Vague language like 'all documents reasonably necessary' creates room for one party to claim the other failed to perform.","Attach a closing deliverables schedule listing every document by name, the party responsible, and the form it must take — executed original, counterpart, PDF, or notarized copy.",{"mistake":398,"why_it_matters":399,"fix":400},"Indemnification with no basket or cap","Without a minimum claim threshold and a maximum liability ceiling, a minor warranty breach can expose the seller to claims grossly disproportionate to the actual loss — making the deal economics unpredictable for both sides.","Negotiate a basket (commonly 0.5–1% of purchase price) and a cap (commonly 10–100% of purchase price depending on deal risk). Carve out fundamental reps and fraud from the cap.",{"mistake":402,"why_it_matters":403,"fix":404},"Overbroad non-compete that courts will void entirely","Courts in most jurisdictions will not narrow an overbroad non-compete — they will strike it down in full, leaving the buyer with no protection at all for the goodwill included in the purchase price.","Calibrate the duration, geography, and scope of restricted activity to the legitimate protectable interest. Document the rationale in the agreement to assist a court in enforcing a reduced scope if needed.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a purchase and sale agreement?","A purchase and sale agreement is a binding legal contract between a buyer and a seller that documents the agreed terms for transferring ownership of a business, real estate, or significant asset. It covers the purchase price, payment structure, representations and warranties, conditions to closing, indemnification, and governing law. Once signed, both parties are legally obligated to perform unless a condition precedent is not met or the agreement is terminated according to its terms.\n",{"question":410,"answer":411},"What is the difference between a purchase and sale agreement and a letter of intent?","A letter of intent (LOI) is a non-binding or partially binding document that records the parties' intent to proceed and the high-level terms under discussion — it does not create an obligation to close. A purchase and sale agreement is the binding contract that governs the actual transaction. The LOI is typically signed at the start of due diligence; the purchase and sale agreement is executed once due diligence is complete and both parties are ready to commit.\n",{"question":413,"answer":414},"What should a purchase and sale agreement include?","At minimum: identification of the parties and subject of sale, purchase price and payment terms, representations and warranties of both parties, conditions precedent to closing, covenants governing the period between signing and closing, closing deliverables, indemnification with survival periods, a non-compete clause, and governing law with a dispute resolution mechanism. Missing any of these creates gaps that courts fill with jurisdiction-specific defaults — which often do not reflect the parties' intent.\n",{"question":416,"answer":417},"What is the difference between an asset purchase and a share purchase?","In an asset purchase, the buyer acquires specific assets and assumes only the liabilities it expressly agrees to take on — leaving most historical liabilities with the seller. In a share purchase, the buyer acquires the entire legal entity, including all of its undisclosed and contingent liabilities. Asset purchases are generally preferred by buyers for liability reasons; share purchases are often preferred by sellers for tax reasons. The purchase and sale agreement structure differs significantly between the two.\n",{"question":419,"answer":420},"What is an earnout and when should it be used?","An earnout is a deferred payment mechanism where the seller receives additional consideration — above the base purchase price — only if the business meets defined financial targets (typically revenue or EBITDA) after closing. It is most commonly used when buyer and seller disagree on valuation and the gap can be bridged by tying future payments to future performance. Earnouts introduce post-closing conflicts about how the business is managed; the agreement should specify the buyer's obligations to run the business in a way that gives the seller a fair opportunity to earn the contingent payment.\n",{"question":422,"answer":423},"How long do representations and warranties survive after closing?","General business representations typically survive 12–24 months after closing — enough time to discover most undisclosed liabilities. Fundamental representations (title, authority, capitalization, and tax) commonly survive for the applicable statute of limitations or indefinitely. Specific representations covering environmental or employee matters may have their own negotiated survival periods. The survival period must be expressly stated in the agreement; without it, courts in some jurisdictions apply a default that may be longer or shorter than either party intended.\n",{"question":425,"answer":426},"Is a purchase and sale agreement the same as a bill of sale?","No. A bill of sale is a short transfer document that evidences the change of ownership at closing — it is one of the closing deliverables under a purchase and sale agreement. The purchase and sale agreement is the comprehensive governing contract that creates the obligation to close, sets the terms, and allocates risk between the parties. For simple transfers of tangible goods, a bill of sale alone may be sufficient; for any business or material asset transaction, a full purchase and sale agreement is necessary.\n",{"question":428,"answer":429},"Do I need a lawyer to prepare a purchase and sale agreement?","For straightforward asset sales of modest value, a well-drafted template reviewed by a transactional attorney is usually sufficient. Engage a lawyer directly for transactions above approximately $500,000, for share purchases with complex equity structures, for regulated industries requiring government approvals, for cross-border transactions, or when the seller is retaining significant ongoing obligations. A transactional lawyer review of a template typically costs $500–$1,500 and is advisable for any transaction where indemnification exposure is material.\n",{"question":431,"answer":432},"What is a working capital adjustment in a purchase and sale agreement?","A working capital adjustment is a post-closing mechanism that corrects the purchase price based on the difference between the business's actual net working capital at closing and a pre-agreed target. If the seller delivers more working capital than the target, the buyer pays a premium; if less, the seller refunds the shortfall from escrow. It protects the buyer from a seller who depletes receivables or payables in the final weeks before closing, and it protects the seller from being penalized for normal seasonal variation.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology / SaaS","industry-saas","IP assignment schedules covering software, source code, and customer data are critical; representations on open-source license compliance and data privacy obligations are standard.",{"industry":439,"icon_asset_id":440,"specifics":441},"Retail and E-commerce","industry-retail","Inventory valuation methodology, lease assignment for physical locations, and transfer of e-commerce platform accounts and domain names require specific schedule treatment.",{"industry":443,"icon_asset_id":444,"specifics":445},"Professional Services","industry-professional-services","Client contract assignment restrictions, key-employee retention conditions, and non-solicitation terms covering client relationships define most of the negotiation in a professional services sale.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing","industry-manufacturing","Environmental representations covering site contamination, equipment condition warranties, and supplier contract assignment consents are the most heavily negotiated provisions in manufacturing deals.",{"industry":451,"icon_asset_id":452,"specifics":453},"Healthcare","industry-healthtech","Regulatory license transferability, HIPAA compliance representations covering patient data, and physician non-compete enforceability require jurisdiction-specific legal review before signing.",{"industry":455,"icon_asset_id":456,"specifics":457},"Real Estate","industry-real-estate","Title insurance conditions, inspection and environmental contingencies, property tax prorations, and lender consent requirements are standard additions to a commercial real estate purchase and sale agreement.",[459,462,466,469],{"vs":88,"vs_template_id":460,"summary":461},"asset-purchase-agreement-D13883","An asset purchase agreement specifically governs the acquisition of defined business assets — equipment, inventory, contracts, and IP — while leaving most historical liabilities with the seller. A purchase and sale agreement is broader and can govern asset transfers, share transfers, or property transactions. For a clean liability separation, buyers typically prefer an asset purchase structure documented with an asset purchase agreement.",{"vs":463,"vs_template_id":464,"summary":465},"Letter of Intent","letter-of-intent-D189","A letter of intent sets out the proposed deal terms at the beginning of negotiations and is typically non-binding except for specific provisions like exclusivity and confidentiality. A purchase and sale agreement is the fully binding contract executed once due diligence is complete. Skipping the LOI and going directly to a purchase and sale agreement is possible for straightforward deals but removes a useful checkpoint for aligning on key terms before incurring full legal drafting costs.",{"vs":118,"vs_template_id":467,"summary":468},"bill-of-sale-D13638","A bill of sale is a short closing instrument that evidences the transfer of ownership of tangible property — it is one deliverable within a purchase and sale agreement, not a substitute for it. For simple personal property transfers of low value, a bill of sale alone may be sufficient. For any business acquisition or real asset transaction, a purchase and sale agreement is necessary to govern representations, conditions, indemnification, and post-closing obligations.",{"vs":150,"vs_template_id":470,"summary":471},"shareholders-agreement-D13617","A shareholders agreement governs the ongoing relationship among equity holders of a company — voting rights, transfer restrictions, and buy-sell provisions among existing owners. A purchase and sale agreement governs a specific transaction in which ownership transfers from one party to another. The two documents may interact when a share purchase triggers a right of first refusal or drag-along clause in an existing shareholders agreement.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Asset sales under $250,000 between known parties with straightforward terms and no regulatory complications","Free","2–4 hours to complete",{"best_for":478,"cost":479,"time":480},"Transactions between $250,000 and $2M, share purchases, or deals involving third-party consents and earnouts","$500–$2,000 for transactional attorney review","3–7 business days",{"best_for":482,"cost":483,"time":484},"Transactions above $2M, regulated industries, cross-border deals, complex equity structures, or significant indemnification exposure","$5,000–$30,000+ depending on complexity","2–8 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","Purchase and sale agreements are governed by state law in the US, which varies significantly on enforceability of non-competes, implied warranties, and indemnification caps. California enforces post-sale non-competes only to protect goodwill actually transferred. The FTC's Uniform Commercial Code governs personal property transfers; real estate and business asset sales are subject to state-specific recording and transfer tax requirements. Transactions above $92.4M (2024 threshold) may require HSR antitrust pre-merger notification.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Asset and share purchase transactions in Canada are governed by provincial law, with Ontario and British Columbia being the most common governing jurisdictions for commercial deals. Quebec transactions require French-language documentation for provincially regulated activities. Competition Act pre-merger notification is required when transaction size exceeds CAD $93M (2024 threshold). Bulk sales legislation, which required creditor notice for asset sales, has been repealed in most provinces but remains in force in Prince Edward Island.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","UK purchase and sale agreements are governed by the Sale of Goods Act 1979 for tangible assets and the Companies Act 2006 for share transactions. Non-compete clauses must be reasonable in scope and duration to be enforceable — courts will not rewrite an overbroad clause. Share purchases of UK companies may trigger stamp duty at 0.5% of consideration. Transactions meeting Competition and Markets Authority (CMA) thresholds require merger clearance before completion.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","Business acquisitions within the EU may require European Commission merger clearance for deals meeting EU Merger Regulation thresholds (combined worldwide turnover above EUR 5B or EU-wide turnover above EUR 250M). GDPR representations and data transfer provisions are standard inclusions for any business handling personal data of EU residents. Non-compete clauses ancillary to a business sale are generally enforceable for up to 3 years under EU competition guidelines, provided they are geographically and commercially proportionate.",[230,507,245,249,508,509,510,511,512,513,514,515],"letter-of-intent_acquisition-of-business-D5197","shareholders-agreement-D1016","checklist-customer-due-diligence-D13916","promissory-note-D434","business-report-D12762","escrow-agreement-D1173","employment-agreement-executive-D543","general-non-compete-agreement-D882","company-is-closing-letter-to-clients-D12725",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":97,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":528},"sales-and-purchase","agreement","general","all-stages",[523,524,525,526,527],"contract","legal","purchase-and-sale","asset-transfer","closing",0.95,"\u003Ch2>What is a Purchase and Sale Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Purchase and Sale Agreement\u003C/strong> is a legally binding contract that governs the transfer of ownership of a business, real estate, or significant asset from a seller to a buyer. It establishes every material term of the transaction — purchase price and payment structure, representations and warranties each party makes about themselves and the subject of sale, the conditions that must be satisfied before closing is required, and the post-closing obligations and indemnification rights that protect each party if the deal does not close as represented. Unlike an informal letter of intent or a simple bill of sale, a purchase and sale agreement is the authoritative legal document that creates enforceable obligations and allocates transaction risk between the parties in a single integrated instrument.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a business acquisition or major asset transfer without a signed purchase and sale agreement exposes both buyer and seller to serious and largely avoidable risk. A buyer who transfers funds before signing has no contractual basis to recover if the seller's representations about the business prove false — no recourse for undisclosed liabilities, no mechanism to adjust the price for a working capital shortfall, and no non-compete preventing the seller from reopening a competing business the next day. A seller who transfers assets without a signed agreement has no guarantee of payment and no indemnification protection if the buyer later claims the transferred assets were defective or incomplete. Courts consistently fill contractual gaps with jurisdiction-specific defaults that rarely match what either party actually intended. This template gives you a professionally structured starting point that covers all critical provisions — reducing drafting time, surfacing the issues that require negotiation, and providing a defensible written record of what both parties agreed to before anything changes hands.\u003C/p>\n",1781185994577]