Negotiating the Purchase Agreement

As due diligence progresses along with your confidence that this deal will close, you and your attorney need to start drafting an asset purchase agreement, which is the definitive legal acquisition contract. Because this is a meaningful investment of professional fees and time, you should usually wait to begin drafting the contract until after the most important confirmatory due-diligence work is satisfactorily completed.

Your attorney always creates the initial draft of the purchase agreement, and then the seller’s attorney returns a marked-up copy containing their comments. That begins a negotiation between you and the seller as the two of you decide on the precise contours of the business deal. ...

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