The Purchase Agreement in an Arizona Business Sale
Eddy Roche, Associate Broker · AZ license BR579487000 · HUB AZ / Sunbelt Arizona
The LOI sketches the deal. The purchase agreement is where the deal gets teeth — what transfers, what you’re promising, and what happens if diligence finds a problem. Here’s how I frame it with Arizona sellers before anyone signs.
LOI vs purchase agreement
The LOI is the sketch. Price, structure, deposit, how long diligence lasts. Most of those lines stay open after it is signed.
The purchase agreement is the contract the parties close under. What transfers. What you are promising. What happens if diligence finds a problem. Counsel drafts and revises it. I help keep the commercial terms clear so the lawyer is not inventing the business deal from scratch.
This page is education, not legal advice. I am a broker. I am not your attorney. I do not publish sample legal forms. I do not fill in your purchase agreement.
How I walk sellers through the term-sheet stage is on letters of intent in an Arizona business sale.
What usually gets negotiated
Price and structure. What is included and what stays with you. Representations and warranties. Indemnities. How a diligence finding can reopen the number.
A covenant not to compete often shows up in the same draft. That is a separate conversation. I put it on the table early so it does not appear as a surprise on signing day. See non-competes in Arizona business sales.
Every file is different. I will not tell you what your paper will say. I will tell you which commercial points usually move, and why they matter on your numbers.
Contingencies and diligence
Contingencies are how a buyer keeps a walk-away or a renegotiation right while they check the file. Books. The lease. Licenses. A surprise there can change price, structure, or whether the deal survives.
Prep the package early. See due diligence for Arizona sellers.
That is why clean financials matter before you list. If the tax returns and the P&Ls do not tell the same story, the purchase agreement will get rewritten in diligence. Or the buyer walks.
How it ties to asset vs stock and closing
An asset sale and a stock sale change what the purchase agreement has to name. What transfers. What liabilities stay. What the landlord and the licensing board have to approve. More on that fork is on asset vs stock sale in Arizona.
Closing is when the signed agreement becomes a funded transfer. The clocks and the holdbacks sit on closing and escrow in an Arizona business sale.
Structure the conversation first
Do not start with a form. Start with price and structure. Send the basics. I look at the file and tell you how I would frame the terms before anyone drafts a purchase agreement. No obligation to list.
The worksheet that starts that conversation is Value My Business.
Across Arizona
I work across Arizona. Restaurants, bars, service businesses, and contractors. I set purchase-agreement talk on the file in front of us, not on a slogan.
I am Eddy Roche, Associate Broker, Arizona license BR579487000. The office is 4745 N 7th St, Phoenix, AZ 85014. Hours are 9AM–8PM daily. Call (480) 405-3200.
Related reading: letters of intent in an Arizona business sale, due diligence for Arizona sellers, closing and escrow in an Arizona business sale, asset vs stock sale in Arizona, non-competes in Arizona business sales, and lease assignment in an Arizona business sale.
Frequently Asked Questions
What is a purchase agreement in a business sale?
The main contract that sets price, what assets or stock transfer, contingencies, and the path to closing. Counsel drafts and revises it; I help keep the commercial terms clear.
How is it different from an LOI?
An LOI is usually a non-binding sketch of key terms. The purchase agreement is the binding document (subject to its contingencies) that the parties actually close under.
Who writes the purchase agreement?
Buyer’s or seller’s counsel, depending on the deal. I am not your attorney. I help flag commercial issues early so counsel isn’t inventing the business terms from scratch.
What gets negotiated most?
Price and structure, what’s included, reps and warranties, indemnities, and how diligence findings can reopen terms. Every file is different.
Can diligence change the purchase agreement?
Often. That’s what contingencies are for. Surprises in the books, lease, or licenses can mean renegotiation or walk-away rights — which is why clean financials matter before you list.
How do I start?
Valuation and deal-structure conversation at bizsalesguy.com/value-my-business or (480) 405-3200. Eddy Roche, Associate Broker BR579487000.
Talk through the structure
No obligation. I look at the numbers and call you. Across Arizona. Bring your attorney before you sign a purchase agreement.