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Buyout Agreement
"I need a Buyout Agreement for a technology company acquisition valued at $5M CAD, where the selling shareholders will remain as consultants for 12 months post-closing, with closing expected by March 2025."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including description of the business and reason for the buyout
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including what is being sold (shares/assets) and purchase price
5. Payment Terms: Structure and timing of payments, including any earnout or adjustment mechanisms
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Representations and Warranties of Seller: Seller's statements about the business, assets, liabilities, and other material facts
8. Representations and Warranties of Buyer: Buyer's statements about their capacity and authority to complete the transaction
9. Covenants: Ongoing obligations of the parties before and after closing
10. Indemnification: Terms for compensating parties for breaches or losses
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. Confidentiality: Obligations regarding confidential information
13. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures
1. Employee Matters: Used when the buyout affects employment relationships, addressing retention, benefits, and severance
2. Intellectual Property: Required when IP assets are significant to the business value
3. Real Estate: Needed when the business owns or leases significant real property
4. Environmental Matters: Important for businesses with environmental risks or compliance obligations
5. Non-Competition: Include when restricting seller's future competitive activities
6. Transition Services: Necessary when seller will provide post-closing operational support
7. Tax Matters: Detailed tax provisions for complex transactions or specific tax structuring
8. Working Capital Adjustment: Used when purchase price depends on working capital at closing
9. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Schedule A - Purchased Assets: Detailed list of assets included in the sale
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule C - Assumed Liabilities: Detailed list of liabilities buyer will assume
4. Schedule D - Excluded Liabilities: List of liabilities explicitly excluded from assumption
5. Schedule E - Financial Statements: Recent financial statements of the business
6. Schedule F - Material Contracts: List and copies of important business contracts
7. Schedule G - Intellectual Property: List of IP assets and related agreements
8. Schedule H - Real Property: Details of owned and leased real estate
9. Schedule I - Employee Information: List of employees, positions, and compensation
10. Schedule J - Permits and Licenses: List of business permits, licenses, and authorizations
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Construction
Energy
Transportation
Agriculture
Mining
Telecommunications
Hospitality
Education
Legal
Finance
Mergers & Acquisitions
Corporate Development
Tax
Risk Management
Compliance
Executive Leadership
Business Development
Corporate Strategy
Due Diligence
Integration
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Banker
Business Development Director
Mergers & Acquisitions Manager
Private Equity Manager
Corporate Secretary
Financial Controller
Tax Director
Due Diligence Manager
Risk Management Officer
Business Valuation Specialist
Integration Manager
Transaction Advisory Director
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