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Small Business Sale Agreement
"I need a Small Business Sale Agreement for selling my Manila-based retail store for Php 5 million, with a planned closing date of March 15, 2025; the agreement should include standard inventory transfer and employee transition provisions."
1. Parties: Identification of the seller and buyer, including complete legal names, addresses, and registration details
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the business, including scope of what is being sold
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Assets Included in Sale: Comprehensive list of business assets included in the sale
7. Excluded Assets: Clear specification of assets not included in the sale
8. Liabilities: Assignment and assumption of liabilities, including which liabilities are transferred and which are retained
9. Closing Conditions: Conditions that must be met before the sale can be completed
10. Closing Process: Step-by-step process for completing the sale
11. Seller's Warranties: Warranties regarding the business, assets, liabilities, and operations
12. Buyer's Warranties: Warranties regarding the buyer's capacity and authority to enter into the agreement
13. Employee Matters: Treatment of employees, including transfer arrangements and obligations
14. Handover: Process for transitioning the business operations
15. Confidentiality: Obligations regarding confidential information
16. Governing Law: Specification of Philippine law as governing law and jurisdiction
17. Dispute Resolution: Process for resolving disputes
18. Execution: Signature blocks and execution requirements
1. Intellectual Property: Detailed section for businesses with significant IP assets
2. Lease Assignment: Required when business premises are leased and the lease needs to be transferred
3. Environmental Matters: Necessary for businesses with environmental compliance requirements
4. Post-Closing Covenants: Including non-compete and non-solicitation provisions if required
5. Earn-out Provisions: When part of the purchase price is contingent on future performance
6. Third-Party Consents: When specific third-party approvals are needed for the transfer
7. Franchise Obligations: If the business is a franchise with specific transfer requirements
8. Tax Indemnity: Specific tax-related provisions beyond standard tax clauses
1. Schedule A - Asset Inventory: Detailed list of all physical assets included in the sale
2. Schedule B - Contracts and Agreements: List of all contracts being transferred
3. Schedule C - Intellectual Property: Details of all IP assets including registrations and licenses
4. Schedule D - Employee Information: List of employees, positions, and employment terms
5. Schedule E - Permits and Licenses: List of all business permits and licenses
6. Schedule F - Outstanding Liabilities: Detailed list of liabilities being transferred
7. Schedule G - Excluded Assets: Detailed list of assets explicitly excluded from the sale
8. Schedule H - Due Diligence Findings: Summary of key due diligence findings
9. Appendix 1 - Closing Checklist: Detailed checklist of all items required for closing
10. Appendix 2 - Form of Transfer Documents: Templates for various transfer documents required at closing
Authors
Retail
Food and Beverage
Professional Services
Manufacturing
Technology
Healthcare
Construction
Automotive
Education
Real Estate
Hospitality
Agriculture
Distribution
Entertainment
Transportation
Legal
Finance
Operations
Compliance
Tax
Corporate Development
Business Development
Risk Management
Commercial
Executive Leadership
Business Owner
CEO
Managing Director
Business Broker
Corporate Lawyer
Legal Counsel
CFO
Financial Controller
Business Development Manager
Operations Manager
Commercial Director
Compliance Officer
Tax Advisor
Account Manager
Business Valuation Specialist
Due Diligence Officer
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