Purchase agreements — APA, SPA, the definitive package.

The purchase agreement is the deal's central legal instrument. The choice between asset purchase (APA) and stock purchase (SPA) shapes the entire deal architecture. The agreement sits inside a supporting-document package — assignment instruments, employment agreements, escrow agreement, supplemental schedules — that together orchestrate the closing. Both the central document and the package matter.

Asset or stock.

The structural choice between APA and SPA determines what the buyer acquires and what stays behind with the seller. Most agency deals are APA-structured because of buyer-side reasons; some are SPA-structured for specific seller-side or regulatory reasons.

Sections, exhibits, schedules.

The definitive agreement itself is typically 40–80 pages with standard section structure. The buyer's counsel drafts; both sides negotiate; the document evolves through multiple drafts in the final weeks before close.

Standard sections cover:

• Definitions. All defined terms used throughout the agreement. Often 10–15% of total length. The disciplined buyer reads definitions carefully — terms used in negotiation may not match the agreement's defined-term meaning.
• Purchase and sale. What's being transferred, what's not, purchase price calculation, payment mechanics, closing timing.
• Representations and warranties. The seller's representations about the business — Big Six and supporting reps. Heavily negotiated; covered in depth in the risk-management-provisions cluster.
• Covenants. Pre-close (interim operating covenants), post-close (non-compete, non-solicit, transition support), continuing (financial-statement delivery, audit cooperation).
• Conditions to closing. What must be true at close for either side to be obligated. Carrier consents, regulatory approvals, no material adverse change.
• Indemnification. Basket, cap, survival periods. Covered in the risk-management cluster.
• General provisions. Notices, governing law, dispute resolution, assignment, amendments.

More than the agreement.

The closing involves 15–25 documents executing together. The purchase agreement is the central document; the supporting package makes the closing operational. Each ancillary document is its own negotiation in miniature.

The supporting-document package typically includes:

• Assignment instruments. Bills of sale, assignment-and-assumption agreements for specific contracts, intellectual-property assignments. These transfer specific assets that the purchase agreement identifies.
• Employment agreements. Producer-employment agreements for transferring producers; consulting agreements for transition-support arrangements with the seller; restrictive-covenant agreements separately executed where applicable.
• Escrow agreement. Separate document with the escrow agent that defines the escrow holdback terms, release conditions, dispute mechanics. References the purchase agreement but is a free-standing contract.
• Transition Services Agreement (TSA). Defines what services the seller provides post-close (typically owner-transition consulting, AMS-access during migration, client-introduction support). Time-bound, typically 3–12 months.
• Disclosure schedules. The schedules attached to the purchase agreement that enumerate exceptions to the seller's representations. Built progressively through diligence; finalized in the final week.
• Closing certificates. Officer certificates confirming representations are true as of close; secretary's certificates confirming corporate authority; good-standing certificates from operating states.
• Carrier-consent letters. Where carrier consent is a closing condition, the consent letters themselves are part of the closing-document package.

The IRS Form 8594 deserves its own treatment — it's the asset-allocation document that drives both sides' tax treatment in asset purchases, and the negotiation around it can be material. Covered in a dedicated cluster — IRS Form 8594 — as a sub-layer of purchase agreements.

The purchase-agreements layer is the second cluster in legal architecture, following preliminary documents and feeding the risk-management-provisions layer. The Pillar — Legal Architecture — covers the broader framework.