Alabama Sale & Purchase Agreements

By Brad MacLiver
Authorship and profile at Google


The contract that provides a pharmacy broker the business seller in Alabama’s permission to sell their drug store is called a Pharmacy Listing Agreement.  While in the process of presenting the Alabama business that is being sold to qualified drug store buyers, preliminary offers and negotiations will take place.

Once preliminary stages are negotiated, it is then time to put forth details regarding potential pharmacy transaction in the form of a contract. This contract is known as the Purchase and Sale Agreement, but it is known by other names such as an Asset Purchase and Sale Agreement, Pharmacy Asset Purchase Agreement, Asset Purchase Agreement, or other variations of these names.  Whatever the title written on the contract, this document is considered the “blueprint” for transferring the Alabama pharmacy business to the new owner.

The Pharmacy Purchase and Sale Agreement details how much the buyer agrees to pay and what assets the seller in Alabama is conveying to the buyer. When the agreement is put in writing, describes the transaction in some detail, and is accepted and signed by both parties, this contract becomes a legally binding agreement. Therefore, during the negotiated development of the Pharmacy Purchase and Sale Agreement proper diligence should be taken.

It is not often that a pharmacy’s corporate stock will be purchased due to liability issues, so these transactions are almost always asset-only purchases.

The elements of Pharmacy Purchase and Sale Agreements can include: assets being purchase, assets being excluded, aspects of counting and purchasing the inventory, both electronic and hard copies of pharmacy customer files, liabilities, purchase price, closing date, transferring title of the assets being purchased, pharmacy customer file conversion, representations and warranties, non compete, restrictive covenants, transferring the phone, notifying customers, signs, Board of Pharmacy notification, accounts receivables, employment of business seller and pharmacy employees, confidentiality, counting the pharmacy’s inventory, costs associated with the closing, lien searches, actions to be taken before the date of closing, along with the pharmacy’s computers, office equipment, any automated filling machines, and other items of value.

 

Although it covers many aspects of transferring the business assets from the Alabama pharmacy seller to the new owner, it should be understood that the Purchase & Sale Agreement does not provide tax and legal guidance for the seller. Those issues do not pertain to the buyer of the assets. Therefore, the pharmacy seller should be well advised by a knowledgeable pharmacy broker, accountant, or attorney regarding tax consequences, restrictive covenants, and the structure of the deal. These aspects of the deal may not have any impact from the buyer’s point of view, but if not considered carefully may have affects to the seller’s financial position after the transaction is closed.

Pharmacy owners in Alabama who are considering selling will benefit when working with a specialist who operates exclusively in the Alabama pharmacy industry and can provide expert guidance in bringing about a transaction that provides the most benefits regarding the seller’s tax consequences, family and estate planning. Proper planning and a blueprint that structures the transaction appropriately will increase the net amount of money the seller receives for the pharmacy’s assets.

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