The agreement is long, mostly standard, and consequential in four places. A seller who reads those four with their lawyer and skims the rest has understood the document better than one who reads it front to back once.
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What is sold and what is kept
In an asset deal, the schedules listing the assets transferred and the liabilities assumed. Anything not listed stays with you, along with the obligations attached to it. In a share or membership interest deal everything goes, so the excluded items and the treatment of cash and debt at closing carry the weight instead.
Price and adjustments
The headline price, the working capital target and its true up, any escrow and its release dates, any note and its terms, and any earn out with its measurement definition. Read the earn out clause assuming the buyer will run the business differently from you, because they will.
Warranties and indemnities
The representations you give, the disclosure schedules that qualify them, and the limitation package: survival period, cap and basket. Then the indemnity mechanics, including whether the escrow is the sole recourse. This is the part that decides your position a year after the money has arrived.
Questions people ask about business sales agreement
Who drafts it?
Conventionally the buyer's lawyer, with your lawyer marking it up. That is not a disadvantage if your lawyer has done private company sales.
Can I use a template?
For a very simple cash sale with no warranties and no deferred payment, with a lawyer reviewing it. Anything else should be drafted properly.
What is the single most important clause?
The limitation package. The cap, the basket and the survival period decide your exposure after closing more than any other wording in the document.
How long does it take to negotiate?
Two to six weeks in a straightforward sale, longer where warranties, an escrow or an earn out are argued. The length is driven by how much of the first draft is contested rather than by the size of the business.