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Business Share Sale Agreement
"I need a Business Share Sale Agreement for the sale of 75% of shares in my technology consulting company to a private equity firm, with an earn-out mechanism based on 2025 performance targets and specific warranties relating to our intellectual property portfolio."
1. Parties: Details of seller(s) and buyer(s)
2. Background: Context of the transaction and company details
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and shares being sold
5. Consideration: Payment terms and mechanics
6. Completion: Timing and mechanics of completion
7. Warranties: Standard seller warranties about the business
8. Limitations on Claims: Restrictions on warranty claims
9. Confidentiality: Confidentiality obligations
10. Governing Law: Jurisdiction and dispute resolution
1. Earn-out Provisions: Used when part of consideration is contingent on future performance
2. Non-compete Provisions: Used when seller restrictions are required post-completion
3. Tax Covenant: Used for complex tax arrangements or indemnities
4. Employee Provisions: Used when specific employee arrangements are needed
1. Details of the Company: Company information including share capital
2. Warranties: Detailed warranties about the business
3. Properties: Details of company properties
4. Intellectual Property: List of IP rights
5. Material Contracts: Key business contracts
6. Completion Obligations: Actions required at completion
7. Tax Covenant: Detailed tax indemnities and provisions
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