Overview
A sale may be structured as an asset or share sale, affecting transferred assets, liabilities, contracts, employees, tax and third-party consents.
The agreement should clearly address price, assets, representations, conditions, adjustments and transition obligations.
Due diligence and conditions
Buyers commonly review records, financials, tax, contracts, employees, leases, licences, disputes and intellectual property. Sellers must consider confidentiality and disclosure.
Closing and transition
Closing documents may include assignments, resolutions, security discharges, lease transfers, employment arrangements and adjustments. Training, inventory counts or holdbacks may continue afterward.
The purchase agreement and transition
The agreement should identify price and payment terms, included assets, assumed liabilities, representations, indemnities, closing conditions, adjustments, restrictive covenants and transition obligations. Consents may be needed for leases, licences, financing and key contracts.
Closing documents may include assignments, resolutions, releases, security discharges and adjustment statements. Inventory counts, holdbacks, training or post-closing price adjustments may continue afterward.