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Sale and Contribution Agreement Playbook Template

Sale and Contribution Agreements are complicated contracts that cover high-stakes issues involved in M&A. These issues may also appear in PSAs (Purchase and Sale Agreements) as well as other M&A transactions. At the core of the negotiations are the reps and warranties, and the obligations that arise from the treatment and sale of key assets. There are also other key issues that are negotiated around the procedures and logistics of a deal.

Issue & Concept List
  • Assets and Liabilities
  • Purchase Price and ¬†Contribution of Capital
  • Escrow
  • Due Diligence
  • Security Interest; ¬†Protection of; and Treatment of Transfer
  • Representation and ¬†Warranties of Buyer
  • Representation and ¬†Warranties of Seller
  • Conditions Precedent
  • Indemnification
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Executive Employment Agreement Playbook Template

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When top talent is involved, employment contracts are subject to heavy negotiation. Here are the key issues to look out for.

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