Assets versus shares
An asset purchase lets the buyer select what is acquired and generally leaves historical liabilities behind. A share purchase transfers the company whole, including its history, and can be more favourable to the seller after tax.
Which one applies changes the price, so structure and number are negotiated together, never separately.
Bridging disagreement about the future
When the parties disagree about how the business will perform, earnouts and vendor take-back notes close the gap by tying part of the price to results. Both need precise definitions, or they become disputes.
Transition
Agree in writing how long the seller stays, what they do, and how they are paid for it. A vague handover is where otherwise sound deals lose value.
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Tax treatment, share structure and liability all depend on specific facts. This page is general background, not accounting or legal advice.