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Business Purchase Agreement Contract for the United States

Business Purchase Agreement Contract Template for United States

A Business Purchase Agreement Contract is a legally binding document used in the United States that outlines the terms and conditions for the sale and purchase of a business. It covers all aspects of the transaction including the purchase price, payment terms, assets and liabilities being transferred, representations and warranties, and post-closing obligations. This agreement is governed by both federal and state laws, including the Uniform Commercial Code, securities regulations, and state-specific business laws.

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What is a Business Purchase Agreement Contract?

The Business Purchase Agreement Contract is essential when transferring ownership of a business in the United States. It serves as the primary document governing the transaction, protecting both buyer and seller interests. This comprehensive agreement details everything from purchase price and payment terms to representations and warranties, while ensuring compliance with federal and state regulations. It's particularly crucial for documenting due diligence findings, allocating risks, and establishing post-closing obligations. The agreement should be tailored to specific business circumstances while adhering to relevant jurisdiction requirements.

What sections should be included in a Business Purchase Agreement Contract?

1. Parties: Identifies all parties to the agreement, including legal names and addresses

2. Background/Recitals: Provides context and purpose of the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Details the assets/business being purchased and sale price

5. Purchase Price and Payment Terms: Specifies amount, payment method, and timing

6. Closing: Details closing date, conditions, and deliverables

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of the parties

9. Indemnification: Protection against losses and liabilities

10. General Provisions: Standard legal provisions including governing law, notices, etc.

What sections are optional to include in a Business Purchase Agreement Contract?

1. Employee Matters: Details handling of employees post-transaction when employees are being transferred

2. Transition Services: Post-closing assistance from seller when seller's continued involvement is needed

3. Intellectual Property: Special provisions for IP transfer when IP is a significant asset

4. Environmental Matters: Environmental compliance and liabilities when business involves environmental risks

What schedules should be included in a Business Purchase Agreement Contract?

1. Asset Schedule: Detailed list of assets being transferred

2. Excluded Assets Schedule: Assets explicitly excluded from the sale

3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

4. Material Contracts Schedule: Key contracts being transferred

5. Employee Schedule: List of employees and their terms

6. Intellectual Property Schedule: List of IP assets being transferred

7. Real Property Schedule: Details of real estate assets

8. Permits and Licenses Schedule: List of transferable permits and licenses

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Clauses






































Industries

Federal Securities Laws: Securities Exchange Act regulations governing the sale and transfer of securities, applicable if the transaction involves sale of company shares or securities

Antitrust Legislation: Hart-Scott-Rodino Antitrust Improvements Act requirements for larger transactions to prevent monopolistic practices

Federal Tax Laws: Internal Revenue Code provisions affecting the tax implications of the business purchase transaction

Federal Trade Commission Act: Regulations governing fair trade practices and consumer protection in business transactions

WARN Act: Worker Adjustment and Retraining Notification Act requirements for employee protection during business transfers

Federal Employment Laws: Various employment-related regulations including FLSA, ERISA affecting employee rights during business transfer

State Corporation Laws: State-specific regulations governing corporate entities and their transfer of ownership

State Commercial Codes: State-specific commercial regulations affecting business transactions

State Bulk Sales Laws: State-specific regulations governing the sale of business assets in bulk

State Employment Laws: State-specific employment regulations that may affect employee rights during business transfer

Uniform Commercial Code: Standardized commercial laws including Article 2 (Sale of Goods), Article 6 (Bulk Transfers), and Article 9 (Secured Transactions)

Common Law Contract Principles: Fundamental contract law principles including formation, interpretation, and Statute of Frauds requirements

Industry-Specific Regulations: Sector-specific licenses, permits, environmental regulations, and health and safety requirements

Data Privacy Laws: Regulations governing the protection and transfer of sensitive business and personal data during business acquisition

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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