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Entity Purchase Agreement for the United States

Entity Purchase Agreement Template for United States

An Entity Purchase Agreement is a comprehensive legal document governing the purchase and sale of an entire business entity under U.S. law. This agreement outlines all terms and conditions of the transaction, including purchase price, representations and warranties, closing conditions, and post-closing obligations. It typically includes detailed provisions for due diligence findings, risk allocation, and regulatory compliance requirements specific to U.S. federal and state laws.

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What is a Entity Purchase Agreement?

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.

What sections should be included in a Entity Purchase Agreement?

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

What sections are optional to include in a Entity Purchase Agreement?

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

What schedules should be included in a Entity Purchase Agreement?

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

Authors

Alex Denne

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

Jurisdiction

United States

Document Type

Purchase Agreement

Cost

Free to use
Clauses



































Industries

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - Essential when the transaction involves securities, governing registration, disclosure requirements, and anti-fraud provisions

Hart-Scott-Rodino Act: Antitrust legislation requiring review and reporting of larger transactions to prevent monopolistic practices

Internal Revenue Code: Federal tax laws governing the tax implications and structuring of the entity purchase transaction

CFIUS Regulations: Foreign Investment and National Security Act requirements for transactions involving foreign buyers

State Corporation Laws: State-specific laws governing corporate entities (e.g., Delaware General Corporation Law) that affect transaction structure and requirements

State LLC Laws: State-specific laws governing Limited Liability Companies and their transfer requirements

Blue Sky Laws: State securities laws that regulate the offering and sale of securities to protect investors from fraudulent activities

Bulk Sales Laws: State laws governing the transfer of business assets to protect creditors in business sale transactions

State Fraudulent Transfer Laws: Laws preventing transfers of assets that could defraud creditors

Industry Licensing Requirements: Specific regulatory requirements for transferring licenses and permits in regulated industries

WARN Act: Worker Adjustment and Retraining Notification Act requiring advance notice of significant employment losses

ERISA: Employee Retirement Income Security Act governing employee benefits and pension plans in corporate transactions

CERCLA: Comprehensive Environmental Response, Compensation, and Liability Act governing environmental liabilities in business transfers

Uniform Commercial Code: State-adopted uniform laws governing commercial transactions, including sales and secured transactions

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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