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Agreement For The Sale Of A Business
"I need an Agreement For The Sale Of A Business to sell my manufacturing company based in Texas, including all equipment and IP rights, with a planned closing date of March 15, 2025, and I want to include a 2-year non-compete clause for the specific industry sector."
1. Parties: Identification of buyer and seller, including legal entities and addresses
2. Background/Recitals: Context of the sale, basic information about the business, and transaction purpose
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price and what is being sold
5. Closing: Timing and mechanics of closing, including conditions precedent
6. Representations and Warranties: Seller's and buyer's statements about the business and transaction
7. Covenants: Ongoing obligations of parties before and after closing
8. Indemnification: Protection against losses and liability allocation
1. Employee Matters: Provisions regarding the treatment of employees post-closing and transfer of employment agreements
2. Transition Services: Terms governing post-closing support and assistance from seller to buyer
3. Non-Competition: Restrictions on seller's future business activities to protect the purchased business
4. Earn-Out Provisions: Terms for additional payments based on future business performance metrics
1. Asset Schedule: Detailed list of assets being transferred in the transaction
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Assumed Liabilities Schedule: Comprehensive list of liabilities being assumed by buyer
4. Material Contracts: Schedule of key agreements being transferred as part of the business
5. Intellectual Property Schedule: Inventory of all IP rights being transferred with the business
6. Real Property Schedule: Details of owned or leased properties included in the sale
7. Employee Schedule: List of employees and key employment terms
8. Permitted Encumbrances: Schedule of allowed liens and encumbrances on assets
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