Business Purchase Agreement

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Parties & Business Overview›Transaction Structure›Business Description & Assets…

Parties & Business Overview15 questions

1. What type of business entity is the company entering into this document?

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2. In which state is the business located, and which state's law will govern this agreement?

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3. What is the full legal name of the Seller?

4. What type of party is the Seller?

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5. What is the Seller's address for notices and the signature block?

6. What is the Seller's email address for notices?optional

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7. What is the full legal name of the Buyer?

8. What type of party is the Buyer?

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9. What is the Buyer's address for notices and the signature block?

10. What is the Buyer's email address for notices?optional

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11. What is the name of the business being sold, including all trade names and DBAs?

12. Describe the business in 2–3 sentences.

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13. What is the business's primary operating address?

14. Who owns 100% of the business being sold, and is each owner signing this agreement?

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15. What third-party approvals or consents are required before the sale can be completed?

Transaction Structure4 questions

16. How will this transaction be structured?

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17. Will signing and closing occur simultaneously, or is there a gap between them?

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18. What is the intended tax treatment, and will there be any elections or allocations that differ from the default?

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19. Which liabilities will the Buyer assume?

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Business Description & Assets6 questions

20. What categories of assets are included in the sale?

21. Is inventory included in the purchase price, or will it be priced separately at closing?

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22. Are any assets specifically excluded from the sale?

23. How will accounts receivable be treated?

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24. How will accounts payable and accrued liabilities be handled at closing?

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25. Does the business have outstanding customer deposits, gift cards, prepayments, memberships, or service obligations?

Intellectual Property & Technology3 questions

26. What intellectual property and digital assets are included in the sale?

27. How will digital assets (domains, social media, email, ad accounts) be transferred at closing?optional

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28. Are there software subscriptions, customer data, or data privacy issues that affect the transfer?

Purchase Price & Valuation9 questions

29. What is the total purchase price for the business?

30. What valuation method was used to arrive at the purchase price?

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31. Is the deal structured on a cash-free/debt-free basis?

32. How much of the purchase price will be paid in cash at closing?

33. Will the purchase price be adjusted for working capital, net assets, or balance sheet items at closing?

34. How will the purchase price be allocated among asset classes?

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35. Is the Buyer making an earnest money deposit at signing?

36. Is the Buyer using an SBA loan to fund part of the purchase?

37. Describe how funds will flow at closing - who pays what, to whom, and in what order.optional

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Earnout1 question

38. Does the deal include an earnout or other contingent post-closing payment?

Seller Financing2 questions

39. Will the Seller finance part of the purchase price by holding a promissory note?

40. May the Buyer offset indemnification claims against the seller note, earnout, or escrow?optional

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Due Diligence Period3 questions

41. How many days will the Buyer have to complete due diligence?

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42. During due diligence, is the Seller prohibited from soliciting or entertaining other offers?

43. Can the Buyer terminate the agreement and receive a full deposit refund if due diligence is unsatisfactory?

Pre-Closing Covenants3 questions

44. What operating restrictions will bind the Seller between signing and closing?

45. What access will the Buyer have to books, records, facilities, and personnel before closing?optional

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46. Which customers, vendors, or counterparties must be notified of or consent to the transaction?optional

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Closing Conditions10 questions

47. What is the target closing date?

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48. What is the outside closing date - the last date by which closing must occur before either party may terminate?

49. Is the deal contingent on the Buyer obtaining financing?

50. What liens, loans, or security interests on business assets must be paid off or released at or before closing?

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51. Is landlord consent to the lease assignment a closing condition?

52. Is the retention of specific key employees a condition of closing?

53. What are the Buyer's conditions to closing?

54. What are the Seller's conditions to closing?

55. What documents and items must the Seller deliver at closing?

56. What documents and items must the Buyer deliver at closing?

Contracts2 questions

57. List the material contracts that will be assigned to, assumed by, or terminated at closing.optional

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58. Are there contracts that cannot be assigned or that require consent that may not be obtained?optional

Employees & Benefits3 questions

59. Provide key information about the business's current employees and independent contractors.optional

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60. Who is responsible for pre-closing employment liabilities?

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61. Are there employee benefit plans, retirement plans, or insurance plans that must be addressed?

Seller's Transition & Training2 questions

62. How many days will the Seller stay on to train and transition the business to the Buyer?

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63. Will the Seller sign a separate consulting, employment, or transition services agreement?optional

Key Employee Retention1 question

64. Are there specific employees whose continued employment is critical to the business's value?

Taxes4 questions

65. Will the Seller obtain tax clearance certificates or bulk-sale clearance before closing?

66. How will taxes, rent, utilities, and other periodic expenses be prorated at closing?optional

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67. Who pays transfer taxes, recording fees, UCC filing fees, and other transaction costs?

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68. How will the parties cooperate on tax returns, audits, and information requests for pre-closing periods?optional

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Seller Non-Compete4 questions

69. For how many years after closing is the Seller prohibited from competing?

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70. What is the geographic scope of the non-compete?

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71. Describe the prohibited competitive activities.

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72. Will the agreement include non-solicitation of customers, employees, and vendors?

Representations & Warranties7 questions

73. What type of financial statements has the Seller provided?

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74. Which seller representations and warranties will be included?

75. Will disclosure schedules be attached to limit or qualify the Seller's representations?

76. Has the Seller disclosed any pending, threatened, or potential litigation or government inquiries?

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77. Is there any known or potential environmental contamination, violation, or liability at the business location?

78. Are there any major customers, vendors, or referral sources that represent a material concentration of revenue?

79. What insurance policies currently cover the business, and will tail/continuation coverage be obtained?optional

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Indemnification8 questions

80. For how many months will the Seller's representations and warranties survive after closing?

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81. What is the indemnification basket (deductible threshold)?

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82. What is the maximum total indemnification liability of the Seller (the cap)?

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83. What claims are excluded from the indemnification basket and cap?

84. What process must the Buyer follow to bring an indemnification claim?optional

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85. Is indemnification the exclusive remedy for breaches of representations and warranties?

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86. Are there any special indemnities for known or specific risk areas outside the general rep/warranty framework?

87. Will a portion of the purchase price be held in escrow to fund potential indemnification claims?

Real Estate & Lease1 question

88. What is the real estate arrangement for the business premises?

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Licenses & Permits2 questions

89. Does the business hold any licenses or permits that are required for operations?

90. How will the business operate during the period between closing and the Buyer's license approvals?

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Dispute Resolution3 questions

91. How should disputes be resolved?

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92. Should the prevailing party in a dispute be entitled to recover attorneys' fees from the losing party?

93. Has the Seller confirmed compliance with the state's bulk sales and tax clearance requirements?

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Miscellaneous6 questions

94. Are any business brokers, investment bankers, or finders involved, and who pays their fees?

95. Who pays the transaction costs (legal fees, accounting, diligence, escrow, and filing fees)?

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96. May either party assign their rights or obligations under this agreement?

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97. Who may announce the transaction and when?optional

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98. What access to books, records, and files will each party need after closing?optional

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99. Should confidentiality obligations survive closing?

Execution3 questions

100. Which ancillary documents are required as part of the closing package?

101. Will the parties execute this agreement and closing documents electronically?

102. What authority documentation will each signing party provide?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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