A "merger agreement" is a contract whereby one company merges its business with another company. The key terms of merger 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 and contracts assumed