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Financial PSA Agreement

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FINANCIAL PSA AGREEMENT

This Financial Purchase and Sale Agreement (the Agreement) is entered into between Seller: and Buyer: (each a Party and collectively the Parties), effective as of , (Effective Date).

Recitals

WHEREAS, Seller owns and desires to sell, and Buyer desires to purchase, certain financial assets, instruments, and related rights as described in this Agreement and in the Schedules attached hereto (the Assets); and

WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which the Assets shall be transferred, the Purchase Price shall be paid, and related warranties, covenants, indemnities and remedies shall apply.

Definitions

Capitalized terms used in this Agreement shall have the meanings set forth herein. "Closing" means the date on which the transfer of Assets and payment of the Purchase Price are completed in accordance with Section Closing and the Conditions to Closing. "Purchase Price" means the aggregate consideration for the Assets as set forth in Section Purchase Price below.

Purchase and Sale

Buyer shall purchase and Seller shall sell the Assets free and clear of liens and encumbrances, subject to the terms of this Agreement. The Purchase Price shall be payable at Closing in immediately available funds by one of the payment methods selected below.

Wire transfer    Cashier's check    Other (describe in Payment Instructions)

Assets; Schedules

Description
Qty
Unit Rate
Amount

Representations and Warranties

Seller represents and warrants that: (a) Seller has good and marketable title to the Assets and has full power and authority to sell the Assets; (b) the Assets are free of undisclosed liens, encumbrances, or third-party claims other than those disclosed in Schedule A; (c) to Seller's knowledge, no material action is pending that would impair the transfer of the Assets.

Buyer represents and warrants that: (a) Buyer has the requisite authority and capacity to enter into this Agreement and to consummate the transactions contemplated herein; (b) Buyer has performed its due diligence and accepts the Assets subject to the representations, warranties and remedies set forth in this Agreement.

Closing; Deliveries

The Closing shall occur on such date as the Parties may mutually agree in writing, subject to satisfaction or waiver of the Conditions to Closing. At Closing, Seller shall deliver instruments of transfer and any notices reasonably required to effect the transfer of the Assets, and Buyer shall pay the Purchase Price in accordance with this Agreement.

Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the breach of any representation, warranty or covenant of the indemnifying Party; or (b) any third-party claim arising out of acts or omissions of the indemnifying Party relating to the Assets prior to Closing.

Taxes; Allocation of Purchase Price

Unless otherwise agreed in writing, all transfer, documentary, stamp, sales and similar taxes and duties arising out of the transfer of the Assets shall be borne by Buyer. The Parties shall cooperate to allocate the Purchase Price among the Assets for tax reporting purposes and shall execute any documents reasonably required to effect such allocation.

Default and Remedies

In the event of a material breach by either Party not cured within thirty (30) days after written notice, the non-breaching Party may pursue all remedies available at law or in equity, including specific performance, rescission and damages. Remedies under this Agreement are cumulative and not exclusive.

Confidentiality

Each Party shall keep confidential all non-public information regarding the Assets and the terms of this Agreement, and shall not disclose such information except to its representatives on a need-to-know basis, or as required by law, provided that the receiving Party shall use commercially reasonable efforts to limit disclosure.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may specify by written notice).

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and may be amended only by a written instrument executed by both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties may execute this Agreement in counterparts, each of which shall be an original but all of which together shall constitute one instrument.

Additional Terms

Seller Printed Name:

By:

Date:

Buyer Printed Name:

By:

Date:

Enter text

What the Financial PSA Agreement Is and When It Applies

The Financial PSA Agreement is a written contract that documents the terms for the purchase and sale of financial assets or the provision of financial services between parties. It establishes price, payment terms, closing conditions, representations, warranties, indemnities, and post-closing obligations. Parties typically specify governing law, effective date, and remedies for breach. Financial PSAs are used to transfer securities, loans, receivables, or to formalize advisor and asset-management engagements. The agreement can be executed on paper or electronically provided it meets statutory eSignature requirements under federal and state law.

Why a Clear Financial PSA Agreement Matters

A Financial PSA Agreement clarifies transaction terms, allocates risk, and creates enforceable obligations, reducing disputes and execution delays. It supports regulatory compliance and auditability when combined with clear signature, retention, and authentication practices under ESIGN and UETA.

Why a Clear Financial PSA Agreement Matters

Who Typically Prepares and Signs a Financial PSA Agreement

Typical signers include corporate buyers, sellers, lenders, trustees, investment managers, and external counsel arranging financial transfers.

  • Corporate buyers and sellers managing acquisitions, asset transfers, or loan transactions requiring defined closing conditions.
  • Financial institutions and lenders documenting sale, servicing, or transfer of loans and receivables.
  • Advisors, asset managers, and counsel preparing transaction representations, warranties, indemnities, and compliance provisions.

Use the agreement to document obligations precisely and to enable enforceable electronic completion, where permitted by law.

Step-by-Step: Complete and Execute the Agreement

Follow these steps to complete and execute a Financial PSA Agreement accurately and in enforceable electronic form when allowed.

  • 01
    Upload Document: Upload the final PDF or DOCX version ready for fields.
  • 02
    Add Parties: Enter all parties' legal names and roles in the header.
  • 03
    Place Fields: Insert signature, date, and conditional fields for payments and closing.
  • 04
    Send to Signers: Choose authentication, attach disclosures, and send signing invitations.

Common Questions When Preparing or eSigning a Financial PSA Agreement

Common questions and solutions when preparing or eSigning a Financial PSA Agreement, including signature validity, notarization, and document revisions.


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Core Sections You Should Include

Core sections of a Financial PSA Agreement establish the commercial, legal, and administrative framework governing the transaction, creating clear obligations for all parties involved.

Transaction Terms

Describes assets or services being transferred, purchase price, adjustments, and payment mechanics. Include currency, prorations, allocation of fees, and any escrow or holdback arrangements to clarify funds flow at closing.

Representations

Each party provides factual assurances such as authority, ownership, compliance with laws, and accuracy of financial statements. Tailor statements to the asset class and avoid broad guarantees that could increase exposure.

Indemnities

Specify who bears losses arising from breaches, third-party claims, or pre-existing liabilities. Define indemnity triggers, notice procedures, limits, and survival periods to reduce litigation ambiguity.

Payment Clauses

Detail payment schedule, acceptable payment methods, remedies for late payment, interest rates, and conditions for withholding. Clarify escrow release criteria and responsibilities for transfer taxes or transaction costs.

Closing Conditions

List conditions precedent for each party including regulatory approvals, documentation delivery, and third-party consents. Provide cure periods, termination rights, and allocations of closing costs.

Post-Closing

Address transition services, data delivery, security interests, warranties survival, and dispute escalation. Include reporting obligations and procedures for handling disputed amounts after closing.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II; ISO 27001; PCI DSS
HIPAA Support: BAA available for covered workflows
Audit Trail: Timestamps, IP, action history preserved
Access Controls: SSO, role-based permissions, MFA
Regulatory: ESIGN, UETA, 21 CFR Part 11 compliant

Penalties and Risks from Errors or Missing Information

Incorrect TIN: Triggers 24% backup withholding.
Late 1099 Filing: Penalties $60–$330 per form.
Intentional Disregard: $660+ per form, no cap.
I-9 Violations: Penalties $281–$2,789 per violation.
Incorrect Names: May void conveyance or delay funds.
Missing Consent: Consumer disclosure absence risks unenforceability.

Key Dates and Deadlines to Specify

Key dates in a Financial PSA Agreement include execution, conditions precedent deadlines, closing, payment, and any tax reporting or regulatory filing dates specified by law.

Execution Date:

When all parties have signed; starts obligations and performance timelines.

Conditions Precedent Deadline:

Date by which required approvals or documents must be delivered.

Closing Date:

Date when title, funds, and documents exchange; triggers payments.

Tax Reporting Dates:

Provide dates for IRS reporting obligations like 1099 issuance.

Retention Start:

Record retention period begins at execution or closing, as stated.

Technical Requirements and Integrations for eSigning Workflows

signNow integrates with major business systems and supports common document formats for reliable eSigning of Financial PSA Agreements.

  • Integrations: Salesforce, NetSuite, Microsoft 365 support
  • Formats: PDF, DOCX, HTML, Excel supported
  • Authentication: Email, SMS, KBA, SSO options

Vendor Pricing and Feature Comparison for eSignature Services

Vendor pricing and feature limits affect cost and compliance when eSigning Financial PSA Agreements; compare starting prices, bulk send, audit trail, HIPAA support, and envelope limits across vendors.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Common Preparation Pitfalls to Avoid

  • Using informal names or initials instead of exact legal entity names, causing mismatches with bank, title, or tax records and triggering delays or re-documentation.
  • Omitting consumer disclosure where required by ESIGN for consumer-facing transactions, which can render electronic consent unenforceable.
  • Failing to specify closing mechanics, escrow release criteria, or payment triggers, leading to disputes over timing and fund release.
  • Not preserving audit logs, notarization recordings, or identity-proofing evidence, weakening enforceability in contested claims.

Typical eSubmission Flow from Draft to Executed Record

Typical electronic execution workflow for a Financial PSA Agreement from upload through completed record and audit trail capture.

  • Upload: Import PDF/DOCX and verify final content.
  • Prepare Fields: Place signatures, initials, and conditional fields.
  • Authenticate: Choose email, SMS, or advanced verification.
  • Complete: Signer reviews, signs, and receives executed copy.

Who Typically Has Authority to Sign

Buyer Authorized Officer

Typically the buyer's chief financial officer or other officer with board authorization; attach a corporate resolution or power of attorney confirming signature authority. Include printed name, title, and capacity to ensure banks and transfer agents accept the execution.

Seller Authorized Signatory

Named individual or authorized representative signing on behalf of the seller; confirm that the signatory has no conflicting encumbrances and that corporate records permit the specific transfer. Attach identity documents and any trustee or officer certification.

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