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Contract For Sale Of Business
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (assets or shares) and the basic agreement to sell and purchase
5. Purchase Price: Details of the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Process for completion, including timing, location, and actions required by each party
9. Warranties: Seller's warranties about the business, its assets, and operations
10. Limitations on Seller's Liability: Limitations on warranty claims and other seller liabilities
11. Tax Covenants: Specific provisions relating to tax matters and allocations of tax liabilities
12. Post-Completion Obligations: Obligations after completion, including transition services and cooperation requirements
13. Non-Competition and Non-Solicitation: Restrictions on seller's future activities to protect the purchased business
14. Confidentiality: Provisions regarding confidential information and announcements
15. Assignment and Succession: Rules regarding transfer of rights under the agreement
16. Notices: Process for giving formal notices under the agreement
17. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
18. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Detailed provisions about employee transfers, to be included when employees are transferring
3. Real Estate: Specific provisions for transfer of property ownership, needed when real estate is included in the sale
4. Intellectual Property: Detailed IP transfer provisions, important when IP is a significant asset
5. Environmental Matters: Specific provisions for environmental liabilities, important for manufacturing or industrial businesses
6. Data Protection: Detailed GDPR compliance provisions, necessary when significant personal data is involved
7. Bank Guarantees: Provisions regarding security for payment, used when required by the parties
8. Break Fee: Provisions regarding payment if the deal fails, used in larger or more complex transactions
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Properties: Details of any real estate included in the sale
4. Intellectual Property Rights: List of all IP rights being transferred
5. Employee Information: Details of transferring employees and their terms of employment
6. Material Contracts: List and copies of key business contracts
7. Warranted Financial Statements: Recent financial statements of the business
8. Tax Computations: Relevant tax calculations and allocations
9. Completion Obligations: Detailed list of actions required at completion
10. Form of Tax Deed: Standard form tax deed to be executed at completion
11. Disclosed Matters: Information disclosed against the warranties
12. Working Capital Statement: Agreed form of working capital calculations if relevant
Authors
Accounts Date
Agreed Form
Assets
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Data Protection Laws
Disclosed
Disclosure Letter
Earn-out Period
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Financial Year
Fundamental Warranties
Goodwill
Group
Indemnities
Intellectual Property Rights
Key Employees
Know-How
Leased Properties
Liabilities
Licensed Intellectual Property
Long-Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Net Working Capital
Owned Properties
Parties
Permits
Properties
Purchase Price
Relevant Authority
Seller's Group
Seller's Knowledge
Seller's Solicitors
Signing Date
Subsidiary
Tax
Tax Authority
Tax Covenant
Tax Deed
Tax Return
Tax Warranties
Third Party
Title and Capacity Warranties
Transaction
Transaction Documents
Transfer Regulations
Transferring Employees
VAT
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Warranties
Tax Covenant
Business Assets
Property
Intellectual Property
Information Technology
Commercial Contracts
Employment
Pensions
Environmental Matters
Compliance
Insurance
Data Protection
Confidentiality
Announcements
Non-Competition
Non-Solicitation
Indemnities
Limitations on Liability
Further Assurance
Assignment
Notices
Costs
Set-off
Severability
Variation
Waiver
Third Party Rights
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
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