Purchase Agreement

A Purchase Agreement, also known as a Sales Agreement, is a contract where a seller promises to sell something, and a buyer promises to purchase it. In the context of small and medium-sized businesses (SMBs), it plays a crucial role in business transactions such as mergers and acquisitions. This agreement outlines the terms and conditions by which a sale is to be made.

A Purchase Agreement for an SMB typically covers:

• The names of the parties involved – who is the buyer and the seller.
• What is being sold – this could be assets, shares, or the whole SMB.
• The price – the amount the buyer has agreed to pay.
• Payment terms – how and when the buyer will deliver the payment.
• Representations and warranties – assurances made by both parties about certain facts or conditions.
• Conditions precedent – actions or events that must occur before the contract is binding.
• Confidentiality clause – to protect any sensitive information disclosed.

A Purchase Agreement and a Letter of Intent (LOI) both form part of the sale process of SMBs, but they have distinct roles. An LOI is usually the first step in a business sale transaction. It signifies the buyer's initial interest and outlines the fundamental terms of the sale, though it's non-binding. On the contrary, a Purchase Agreement is a binding contract which legally finalizes the details of the sale.

To determine the "value" within a Purchase Agreement, the key element to look at is the purchase price. This gets decided during business valuation. The process involves:

• Deciding on the method of valuation (e.g., Comparable Sales, Earnings Multiplier, or Asset-Based)
• Gathering and analyzing financial information
• Adjusting the value based on market conditions, intangible assets, and potential future earnings.

The Purchase Agreement plays a vital role in SMB transactions because it:

1. Establishes the terms of the sale: It clearly defines what, when, and how the sale will occur.
2. Protects both parties: Assurances and warranties help guard against misrepresentation.
3. Reduces uncertainty: By setting out the details of the sale, it helps prevent potential disputes.

In layman's terms, a Purchase Agreement is the final, legally binding 'handshake' between a buyer and a seller in a business transaction. It specifies who's buying, what they're buying, when and how they're paying, and what happens if things don't go as planned. It serves as the blueprint of a sale deal, protecting both parties, and reducing uncertainties associated with the transaction.

• Chen, J. (2023, August 2). Sales and Purchase Agreement (SPA): what it is, with examples. Investopedia.
• Mora, D., JD. (2023, June 22). Negotiating the Offer: Difference between a Letter of Intent and a Purchase Agreement (and why it matters).