Fill and Sign the Checklist for Sale or Acquisition of a Small Business Professional Form

Checklist - Sale of a Business Checklist of Matters to be Considered in Drafting an Agreement for the Sale of a Business of a Sole Proprietorship 1. Identification of parties. A. Names. B. Addresses. C. Character of each party. a. Sole proprietorship. b. Professional practitioner. 2. Recitals. A. Business or profession conducted by seller. B. Desire of seller to sell and buyer to buy. C. Desire of seller to retire. 3. Assets subject to agreement. A. Business building and other real property. B. Good will; use of firm name or customer lists. C. Stock in trade. D. Equipment, furniture, and fixtures. E. Patents, copyrights, trademarks, and trade names. F. Cash on hand and on deposit. G. Insurance policies. H. Notes and accounts receivable, securities for debts, and outstanding contracts. I. Other assets. J. Valuation of assets sold. 4. Nature of consideration. A. Payment of money. B. Assumption of debts and liabilities. C. Other consideration. 5. Allocation of purchase price to various assets sold. 6. Time and manner of payment. A. All cash on closing. B. Part payment on signing and balance on closing. C. Deposit held in escrow until closing. D. Installment payments. E. Mortgage or other collateral security. F. Forfeiture of deposit for default in paying purchase price. G. Other methods of payment. H. Personal guaranty of payment by buyer. 7. Closing. A. Delivery of instruments of transfer. B. Payment of purchase price. C. Acquisition of necessary rulings and approvals. D. Conduct of business until closing. E. Date of closing. F. Inspection of assets sold. 8. Inspection of books, records, and premises. A. Furnishing of customer list. B. Furnishing of supplier list. 9. Representations by seller. A. Title to property and assets. B. Authority to enter into agreement. C. Accuracy and completeness of books and records. D. All outstanding liens, contracts, judgments, and other obligations disclosed. E. Absence of labor disputes. F. Validity of patents, copyrights, trademarks, and trade names. G. Compliance with all laws affecting business. H. Survival of representations. 10. Indemnification of buyer. 11. Assumption by buyer of lease -- lessor's consent to assignment of lease. 12. Assumption by buyer of outstanding contracts -- Disavowal of contracts not listed by seller. 13. Assumption by buyer of seller's collective bargaining agreement. 14. Payment of broker's commission. 15. Compliance with U.C.C. Article 6 or other bulk transfer provisions. 16. Instruction of buyer by seller in operation of business — Employment of seller as executive of buyer. 17. Covenant not to compete. A. Territory. B. Duration. 18. Responsibility for obtaining necessary approvals and making necessary filings. A. Tax rulings. B. Antitrust rulings. C. Similar approvals. 19. Payment of sales or use taxes imposed on transfer of assets. 20. Payment of other taxes. 21. Transfer of tax identification numbers. 22. Insurance. 23. Contingencies. A. On buyer's obtaining license or permit. B. On buyer's continuation as franchisee. 24. Execution of bill of sale to transfer personal properties. 25. Transfer of titles of motor vehicles. 26. Execution of warranty deed to transfer real properties. 27. Risk of loss. 28. Remedies on default. 29. Assignability of rights under agreement. 30. Modification of agreement. 31. Arbitration of disputes. 32. Manner of giving notice. 33. Binding effect of agreement on successors and assigns. 34. Governing law. 35. Date of execution. 36. Signatures. Checklist of Matters to be Considered in Drafting an Agreement for the Sale of a Business of a Sole Partnership 1. Names and addresses of parties to agreement. 2. Character of each party. A. Partnership. B. Joint venture. 3. Recitals. A. Name of partnership and business or profession conducted by it. B. Desire of seller to sell and buyer to buy. C. Desire to terminate and dissolve partnership after sale. 4. Identification of basic partnership agreement. A. Date of agreement. B. Parties to agreement. C. Name of partnership. 5. Description of assets being sold. A. Real or personal property. B. Business name. C. Capital interest of partnership. D. Goodwill. E. Customer list. F. Stock in trade. G. Patents, copyrights, trademarks, and trade names. H. Cash on hand and on deposit. I. Insurance policies. J. Notes and accounts receivable, securities for debts, and outstanding contracts. K. Other assets. 6. Nature of consideration. A. Payment of money. B. Assumption of debts and liabilities. C. Other consideration. 7. Allocation of purchase price to various assets sold. 8. Time and manner of payment. A. All cash on closing. B. Part payment on signing and balance on closing. C. Deposit held in escrow until closing. D. Installment payments. E. Mortgage or other collateral security. F. Forfeiture of deposit for default in paying purchase price. G. Other methods of payment. 9. Closing. A. Delivery of instruments of transfer. B. Payment of purchase price. C. Acquisition of necessary rulings and approvals. D. Conduct of business until closing. E. Date of closing. 10. Inspections of books, records, and premises. 11. Representations by seller. A. Title to property and assets in partnership. B. Partnership validly organized and in existence. C. Authorization of sale by partners. D. Accuracy and completeness of books and records. E. All outstanding liens, contracts, and other obligations disclosed. F. Absence of labor disputes. G. Validity of patents, copyrights, trademarks, and trade names. H. Compliance with all laws affecting business. 12. Reservations by seller. 13. Indemnification of buyer by seller and partners. A. Against liabilities not expressly assumed. B. Against damages resulting from breach. 14. Representations by buyer. A. Authority to enter into agreement. B. Corporation validly organized and in good standing. C. Authorization of agreement by directors and shareholders. 15. Obligations and liabilities assumed by buyer . A. Of all or specified liabilities. B. Of labor agreements. 16. Payment of broker's commission 17. Compliance with bulk transfers laws. 18. Covenant not to compete. A. Territory. B. Duration. 19. Payment of taxes. 20. Insurance. 21. Contingencies. A. On buyer's obtaining license. B. On buyer's continuance as franchisee. 22. Risk of loss. 23. Remedies on default. 24. Assignability of rights. 25. Modification of agreement. 26. Effect of sale on status of partnership. 27. Distribution of proceeds of sale. 28. Notice to customers, clients, or public. 29. Arbitration of disputes. 30. Manner of giving notice. 31. Binding effect of agreement on successors and assigns. 32. Governing law. 33. Date of execution and Signatures. Checklist of Matters to be Considered in Drafting an Agreement for the Sale of a Business of A Corporation 1. Identification of parties. A. Names. B. Addresses. C. State or states of incorporation of parties. 2. Characterization of transaction. A. Assets sale. B. Stock sale. C. Merger. D. Consolidation. 3. Citation of qualifying Internal Revenue Code provision of tax-free reorganization. 4. Recitals. A. Business conducted by seller. B. Desire of seller to sell and buyer to buy. C. Authorized stock of seller or buyer or both. D. Approval of transaction by directors of seller or buyer or both. E. Approval of transaction by shareholders of seller or buyer or both. 5. Assets subject to agreement. A. Securities. B. Real property. C. Good will. D. Equipment and other personalty. E. Patents, copyrights, trademarks, and trade names. 6. Effect of agreement on subsidiaries, if any. 7. Amount of consideration. A. Single sum. B. Aggregate of separate sums allocated to various properties and assets. 8. Nature of consideration. A. Cash. B. Stock. C. Assumption of debts and liabilities. 9. Time and manner of payment. A. Transfer of all cash, stock, or other consideration at closing. B. Installment payments. C. Security for payment. 10. Conditions precedent to obligations of parties. A. Consent of shareholders and/or directors. B. Tax ruling that transaction is tax-free reorganization or that other favorable tax results obtain. C. Antitrust ruling that transaction not violation of § 7 of Clayton Act (15 USCA §18). D. Securities registration. E. Approval by counsel or accountants or both. F. Other requisite approvals and findings. G. Compliance with terms of agreement. 11. Clearance receipts for contributions and payments by seller. A. Taxes. B. Unemployment insurance. C. Others. 12. Merger or consolidation. A. Name and location of surviving or consolidated corporation. B. Powers and purposes. C. Capital structure; exchange of shares of non-surviving corporation or constituent corporations for shares of surviving or consolidated corporation. D. Transfer of assets and liabilities of non-surviving corporation or constituent corporations to surviving or consolidated corporation. E. Directors and officers of surviving or consolidated corporation. F. Citation of statutory authorization for merger or consolidation. G. Submission of merger or consolidation agreement to shareholders of each corporation, on proper notice. H. Effective date of merger or consolidation. 13. Assumption of employee benefit plans and stock options. 14. Covenant against declaration of dividends or changes in stock ownership. 15. Closing. A. Payment of consideration. B. Delivery of instruments of transfer. C. Delivery of certificates required by statute. D. Acquisition of necessary approvals and rulings. E. Adjustments in purchase price on closing. F. Conduct of business until closing. G. Date of closing. 16. Inspection of books, records, and premises. 17. Representations and warranties by seller. A. Corporate ownership of assets. B. Corporation validly organized and in good standing. C. Authorization of sale by directors and shareholders. D. Accuracy and completeness of financial statements. E. All outstanding liens, contracts, and other obligations disclosed. F. Absence of subsidiaries. G. Absence of labor trouble. H. Validity of patents, copyrights, trademarks, and trade names. I. Care and preservation of property and assets. J. Compliance with all laws affecting business. 18. Indemnification of buyer by seller and shareholders. A. Against liabilities not expressly assumed. B. Against damages resulting from breach of warranty. 19. Representations by buyer. A. Corporation validly organized and in good standing. B. Authorization of acquisition by directors and by shareholders. C. Capital structure; validity of stock issue to be used in acquisition. 20. Assumption by buyer of all or specified liabilities. 21. Assumption by buyer of seller's collective bargaining agreement. 22. Payment of broker's commission. 23. Compliance with U.C.C. Article 6 or other bulk transfer provisions. 24. Covenants not to compete. A. By all shareholders of seller. B. By principal shareholders of seller. 25. License to buyer to use seller's firm or trade name. 26. Employment of seller's personnel by buyer. A. Of one or more of seller's directors or officers. B. Of one or more of seller's shareholders. C. Of seller's employees. 27. Resignation of seller's directors and officers. 28. Retention of stock by seller as security for purchase price — Resale of stock on buyer's default. A. Risk of loss. B. Assignability of rights under agreement. C. Modification of agreement. D. Remedies on default. 29. Arbitration or mediation of disputes. 30. Manner of giving notice. 31. Binding effect of agreement on successors and assigns. 32. Governing law. 33. Date of execution. 34. Signatures. 35. Corporate seal or seals. 36. Acknowledgments.