A long-form agreement for the purchase and sale of all the outstanding capital stock of a private US corporation with buyer-side representation and warranty insurance, drafted in favor of the seller. This Standard Document assumes the representations and warranties and pre-closing covenants do not survive the closing and the parties do not have indemnification obligations. This Standard Document also assumes, among other things, a single corporate buyer and a single corporate seller and a separate signing and closing of the transaction. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.