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Option To Purchase Business Agreement
"I need an Option to Purchase Business Agreement for a Melbourne-based restaurant chain, with a 6-month option period starting March 2025, including special provisions for transfer of liquor licenses and lease assignments."
1. Parties: Identifies and defines the parties: the Option Grantor (business owner) and Option Holder (potential purchaser)
2. Background: Context of the agreement, including brief description of the business and parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Option: Core terms of the option, including exclusivity and duration
5. Option Fee: Details of the option fee, payment terms, and whether it's refundable or forms part of the purchase price
6. Exercise of Option: Process and requirements for exercising the option, including notice requirements
7. Purchase Price: Agreed purchase price or mechanism for determining the price
8. Due Diligence: Rights and obligations regarding business investigation during the option period
9. Confidentiality: Obligations regarding confidential information accessed during the option period
10. Business Operations: Requirements for operating the business during the option period
11. Warranties: Basic warranties regarding the business and authority to enter agreement
12. Default and Termination: Consequences of breach and termination rights
13. Notices: How formal notices must be given between parties
14. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
1. Third Party Consents: Required when the business sale needs specific third-party approvals or transfers of licenses
2. Employee Matters: Include when the business has employees and their transfer needs to be addressed
3. Intellectual Property: Required when the business has significant IP assets requiring special treatment
4. Lease Assignment: Include when business premises are leased and require landlord consent
5. Environmental Matters: Include for businesses with environmental compliance obligations
6. Competition Restrictions: Optional restraint of trade provisions for the vendor
7. Earn-out Provisions: Include when part of purchase price is tied to future performance
8. Tax Structure: Include when specific tax arrangements need to be documented
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Financial Statements: Recent financial statements and performance metrics
4. Schedule 4 - Key Contracts: List of material contracts and agreements
5. Schedule 5 - Employees: List of employees and their key employment terms
6. Schedule 6 - Intellectual Property: Details of all IP assets including registrations
7. Schedule 7 - Form of Transfer Documents: Pro-forma documents for final business transfer
8. Appendix A - Due Diligence Requirements: Checklist of required due diligence materials
9. Appendix B - Option Exercise Notice: Pro-forma notice for exercising the option
Authors
Assets
Business
Business Day
Business Records
Commencement Date
Completion
Completion Date
Confidential Information
Contracts
Due Diligence
Due Diligence Period
Effective Date
Employees
Encumbrance
Exercise Notice
Exercise Period
Excluded Assets
Goodwill
GST
Intellectual Property Rights
Inventory
Liabilities
Material Adverse Change
Option
Option Fee
Option Period
Permitted Encumbrances
Plant and Equipment
Premises
Purchase Price
Purchaser
Related Bodies Corporate
Representative
Seller
Specified Assets
Stock
Sunset Date
Third Party Consents
Trade Secrets
Transaction Documents
Transfer Date
Vendor
Warranties
Grant of Option
Option Fee
Option Period
Exercise of Option
Purchase Price
Due Diligence
Confidentiality
Business Operations
Asset Transfer
Employee Matters
Intellectual Property
Warranties and Representations
Indemnification
Third Party Consents
Conditions Precedent
Completion Requirements
Default and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
GST and Tax
Costs and Stamp Duty
Further Assurance
Severability
Entire Agreement
Amendments
Waiver
Time of Essence
Counterparts
Non-Competition
Survival
Regulatory Compliance
Retail
Hospitality
Manufacturing
Professional Services
Technology
Healthcare
Construction
Real Estate
Agriculture
Education
Transport and Logistics
Mining
Financial Services
Entertainment and Media
Automotive
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Business Development
Operations
Corporate Advisory
Strategy
CEO
Managing Director
Business Owner
Corporate Lawyer
Commercial Director
Chief Financial Officer
Business Development Manager
Mergers & Acquisitions Manager
Company Secretary
Financial Controller
Business Broker
Corporate Advisory Manager
Risk Manager
Operations Director
Legal Counsel
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