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1. Parties: Identifies and provides full legal names and addresses of all parties to the agreement
2. Background: Provides context for the transaction, including description of the business entity and current ownership structure
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Purchase and Sale of Membership Interests: Details the specific membership interests being sold and purchased
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Closing: Sets forth the timing, location, and mechanics of closing the transaction
7. Representations and Warranties of Seller: Seller's statements about the business, membership interests, and other material facts
8. Representations and Warranties of Purchaser: Purchaser's statements about its authority and ability to complete the transaction
9. Covenants: Ongoing obligations of the parties before and after closing
10. Conditions to Closing: Prerequisites that must be satisfied before parties are obligated to close
11. Indemnification: Provisions for compensating parties for losses arising from breaches or other specified events
12. Termination: Circumstances under which the agreement may be terminated and the consequences
13. General Provisions: Standard legal provisions including governing law, notices, amendments, etc.
1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on working capital or other metrics
2. Tax Matters: Specific provisions dealing with tax elections, allocations, and indemnities
3. Employee Matters: Provisions dealing with employment agreements, benefits, and related issues
4. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities
5. Earn-out Provisions: Structure for additional payments based on future performance
6. Environmental Matters: Specific provisions dealing with environmental liabilities and compliance
7. Intellectual Property: Special provisions dealing with IP transfers or licenses
8. Third Party Consents: Process for obtaining required third party approvals
9. Transition Services: Terms for post-closing services provided by seller
1. Schedule A - Membership Interests: Detailed description of membership interests being transferred
2. Schedule B - Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes
3. Schedule C - Required Consents: List of required third-party consents and approvals
4. Schedule D - Disclosed Matters: Exceptions to representations and warranties
5. Schedule E - Material Contracts: List and copies of material contracts
6. Schedule F - Real Property: Details of owned and leased real property
7. Schedule G - Intellectual Property: List of IP assets and related agreements
8. Schedule H - Employee Matters: List of employees, benefits, and employment agreements
9. Appendix 1 - Closing Deliverables: Checklist of documents to be delivered at closing
10. Appendix 2 - Form of Transfer Documents: Forms of various transfer and assignment documents
Manufacturing
Technology
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Energy
Transportation
Construction
Agriculture
Entertainment
Hospitality
Education
Mining
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Executive Leadership
Business Development
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Business Development Director
Mergers & Acquisitions Manager
Corporate Secretary
Finance Director
Tax Director
Due Diligence Manager
Compliance Officer
Risk Manager
Investment Banker
Private Equity Manager
Business Owner
Managing Partner
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