“Acquisition Agreement” is a definitive contract governing a Merger, Stock Acquisition or Asset Acquisition. An Acquisition Agreement typically includes, among others and as applicable, provisions for the sale and transfer of Stock or Assets, a description of assumed and retained Assets and Liabilities, the purchase price, a discussion of any Escrow, Earnout or other contingent or deferred payments, Representations and Warranties of the deal participants, Pre-Closing Covenants, Closing Conditions and deliverables, termination provisions, Indemnification obligations, Post-Closing Covenants and other terms applicable to the transaction. An Acquisition Agreement usually is prepared and negotiated by the deal parties and their counsel following the execution of a Term Sheet or Letter of Intent, which is typically non-binding (except for certain select provisions).