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Buying and Selling Businesses

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In a business sale there are numerous issues important to both Buyer and Seller.

Sellers are always interested in being sure they get paid, especially if part of the purchase price is deferred. Sellers usually want to be certain that the Buyer will not later claim that something is not right or that they want to "back out" of the deal. Sellers are often concerned with continuing liability, such as with their prior customers, or with a landlord that requires them to remain liable on a lease assigned to the Buyer.

Buyers are generally concerned with getting what they paid for and not having to deal with prior liabilities or problems of the Seller. 

A business sale may take different forms each requiring specific legal considerations. A few examples are:

·  A Franchise Purchase may require the Buyer to be approved by the franchisor as well as the seller.
·  A Bulk Sale escrow is the purchase of the business assets but not the business.
·  A Sellers Continued Involvement with the business as a partial owner may create a partnership between the two parties.
·  A Business Merger or Acquisition between two businesses, or the acquisition of one by the other.

A business sale often involves the need for other legal services, such as forming a business entity; negotiating and reviewing a commercial lease; creating Standard Terms and Conditions for the business; and preparing necessary employment agreements.

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