While many businesses are started from scratch, most are purchased as a going concern. There are a multitude of issues that arise in any purchase or sale transaction. The most important is whether the buyer is buying shares or assets, followed by the representations, warranties and covenants. How will the purchase price be paid, and if paid over time, how will the payments be calculated and how will they be characterized for tax purposes. If part of the purchase price is to be paid over time, is there security for the unpaid purchase price? Will the vendor be required to stay on as a consultant or employee to smooth out the transition? Will the vendor be required to sign a non- competition agreement? All of these questions have significant legal and tax implications which must be carefully considered and addressed.