The Entity Purchase Agreement is the primary transaction document used when acquiring an entire business entity in the United States. This comprehensive agreement is essential for both asset and stock purchases, detailing everything from purchase price and payment terms to representations and warranties. It's particularly crucial for ensuring compliance with federal and state regulations, including securities laws, antitrust requirements, and industry-specific regulations. The agreement typically results from extensive negotiations and due diligence, and serves as the cornerstone document for corporate acquisitions.
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1. Parties: Identification of buyer, seller, and any guarantors
2. Background: Context of transaction and summary of entity being purchased
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including price and what is being sold
5. Representations and Warranties: Statements of fact about the business, seller, and buyer
6. Closing Conditions: Requirements that must be met before closing
7. Covenants: Promises about future conduct
8. Indemnification: Rights and obligations regarding losses and claims
9. Governing Law: Specification of applicable law and jurisdiction
10. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignments
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Treatment of employees post-closing, including benefits and compensation
3. Transition Services: Services provided by seller post-closing to ensure business continuity
4. Working Capital Adjustment: Mechanisms for adjusting purchase price based on working capital at closing
5. Non-Competition: Restrictions on seller's ability to compete post-closing
1. Disclosure Schedules: Exceptions to representations and warranties
2. Financial Statements: Historical financial information of target entity
3. Material Contracts: List of important agreements affecting the business
4. Intellectual Property: Schedule of IP assets owned or licensed
5. Real Property: List of owned and leased properties
6. Employee Information: List of employees, compensation, and benefits
7. Permits and Licenses: Schedule of regulatory authorizations
8. Form of Bills of Sale: Template documents for transferring assets
9. Required Consents: List of third-party approvals needed for closing
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