Buy/Sell Contract Lawyer

Neufeld Legal P.C. - Christopher Neufeld
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Critical to every sale or purchase of a business, whether the acquisition is by way of its corporate shares or the underlying assets, is the underlying contract that the parties negotiate and enter into. As such, it is imperative that the appropriate buy/sell contract be drafted, such that the true intentions of the parties are addressed and appropriate contractual measures are put in place to resolve problems and settle disputes.

For knowledgeable and experienced legal representation in negotiating, drafting and  reviewing buy/sell agreements (whether from the buyer's or seller's perspective), contact buy/sell lawyer Christopher Neufeld at 416-887-9702 / 403-400-4092 or via email at

Examplery extract from an asset purchase agreement:

xx. Sale and Purchase of Purchased Assets. Upon the terms and subject to the conditions set forth herein, at the Closing, Buyer shall purchase from the Company and the members of the Company Group all right, title and interest in and to the Purchased Assets, and the Company shall, and shall cause the members of the Company Group that own Purchased Assets to sell, transfer, assign and convey to Buyer, all right, title and interest in, to and under the assets, properties and other rights (excluding the Excluded Assets) owned, leased, licensed or used by the Company or the Company Group primarily in the operation of the Business on the Closing Date consisting of the following (the “Purchased Assets”), in each case free and clear of Liens, other than Permitted Exceptions:
(a) all Accounts Receivable listed on the Final Closing Date Statement;
(b) all Prepaid Items listed on the Final Closing Date Statement;
(c) all of the rights of the Company and the Company Group arising under the Contracts listed on Section ** of the Disclosure Schedule and all unfilled purchase and sale orders to the extent relating to the Business;
(d) all of the ownership or leasehold rights, as the case may be, in the Equipment listed on Section ** of the Disclosure Schedule;
(e) all of the outstanding shares of capital stock of the Sub;
(f) all of the Business Intellectual Property that is listed on Section ** of the Disclosure Schedule, including, without limitation, all copies of source code used primarily in the Products and a machine readable copy of source code used both in the Products and by the Company or the Company Group in other products;
(g) all of the written or electronic books, records and information of the Company and the Company Group relating primarily to the Business (including, without limitation, all documentation, databases, downloads, product descriptions, vulnerability alerts, interoperability testing, general technical data, partner extranets, customer lists, customer files and other written accounts related primarily to the Business maintained by the Company or the Company Group);
(h) all of the Company’s and the Company Group’s permits, franchises and licenses relating primarily to the Business, to the extent such permits, franchises and licenses are transferable under Law;
(i) all of the Company’s and the Company’s Groups claims, claims in action, causes of action and judgments relating primarily to the Business;
(j) all guarantees, warranties, indemnities and similar rights in favor of the Company and the Company Group to the extent primarily related to the Business or any of the Purchased Assets, except to the extent any of the foregoing relate to an Excluded Asset or Excluded Liability;
(k) all telephone and facsimile numbers and post office boxes, listed on Section ** of the Disclosure Schedule;
(l) all Domain Names that are listed on Section ** of the Disclosure Schedule;
(m) all of the Company’s goodwill and going concern value to the extent relating to the Business;
(n) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property that are primarily used in the Business (i) at the Company’s facilities in (A) ***, (B) ***, and (C) *** or (ii) primarily used by the Transferred Employees; and
(o) any other assets not listed above that are set forth on the Final Closing Date Statement.

  Buy/Sell Agreement
Contracts should be made specific to the particular circumstances of the business arrangement, as opposed to simply attempting to rely on a generic template that is not designed to advance your company's financial interests, hence the significance of a contract lawyer drafting your asset purchase or share purchase agreement.
Clauses often seen in a share purchase contracts might include some variant of:
Subject to the terms and conditions set forth in this Agreement, each Vendor agrees to sell, assign and transfer to the Purchaser on the Completion Date, severally, but not jointly, and also consents to other Vendors' selling, assigning and transferring to the Purchaser (including waiving any right of first refusal or other restriction thereon), and the Purchaser agrees to purchase from each Vendor on the Completion Date, the number of shares set forth opposite the name of such Vendor under "Owners of the Sale Shares" on Schedule I, Part A hereto.
3.1 The total consideration for the sale by the Vendors of the Sale Shares shall be the allotment and issue by the Purchaser pursuant to the terms of Clause 3.2 to each of the Vendors (or their respective nominees) of such number of Consideration Shares as is set forth next to the name of the respective Vendor (or their respective nominees) in Columns 2 and 3 of Part B of Schedule 1.
3.2 The Consideration Shares shall be allotted and issued as fully paid, validly issued and nonassessable and shall have such rights, preferences and privileges as set forth in the Purchaser's Articles of Incorporation.

Contract Lawyer Christopher Neufeld is a corporate commercial solicitor admitted to practice law in Alberta and Ontario (Canada) and New York (U.S.A.).  Christopher's legal practice focuses primarily on business law, in particular corporate commercial transactions and contract drafting and negotiations. Operating from Calgary [705 - 120 Silvercreek Close NW, Calgary, Alberta]; Toronto [1 Yonge Street, Suite 1801, Toronto, Ontario] and Burlington [719 Catalina Crescent, Burlington, Ontario]. For more information on corporate purchase and sale transactions visit © 2013.

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