An "Acquisition Agreement" is a contract where one party is buying the assets or stock of another business. These are sometimes referred to as "Business Purchase Agreements" or "Merger Agreements." The key issues in drafting Acquisition Agreements include:

• The purchase price, whether in cash, promissory note, or stock
• The conditions to closing
• "Representations and Warranties", including financial and liability representations
• Indemnification obligations of the seller, including any escrow holdback to satisfy the "Indemnification"
• Any "Earn-out" or contingent payments
• Treatment of employees post-"Closing"
• Liabilities & contracts assumed