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Option To Purchase Business Agreement
"I need an Option To Purchase Business Agreement for acquiring a small tech consultancy in Manchester, with a 6-month option period starting March 2025 and an agreed purchase price of £2.5M, including provisions for protecting the existing client relationships."
1. Parties: Details of the option grantor and grantee
2. Background: Context of the agreement and business overview
3. Definitions: Key terms used throughout the agreement
4. Grant of Option: Terms of the option, including duration and exercise conditions
5. Exercise Price: Purchase price and payment terms
6. Exercise Period: Timeframe during which the option can be exercised
7. Exercise Procedure: Process for exercising the option
1. Due Diligence: Access to information rights and investigation period provisions
2. Non-Competition: Restrictions on seller's competing activities to protect business value post-sale
3. Employee Matters: Treatment of employees and TUPE considerations
1. Business Assets Schedule: Detailed list of assets included in sale
2. Property Schedule: Details of any real estate included in the business
3. Intellectual Property Schedule: List of patents, trademarks, and other IP assets
4. Employee Schedule: List of employees and their terms of employment
5. Financial Statements: Recent financial information of the business
6. Form of Exercise Notice: Template notice for exercising the option
Authors
Assets
Business
Business Day
Business Information
Completion
Completion Date
Confidential Information
Consideration
Due Diligence
Effective Date
Encumbrance
Exercise Notice
Exercise Period
Exercise Price
Goodwill
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Option
Option Period
Parties
Permitted Encumbrance
Properties
Purchase Price
Sale Agreement
Seller's Warranties
Subsidiary
Target Business
Third Party
Transfer
VAT
Warranties
Working Capital
Exercise of Option
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence Rights
Confidentiality
Non-Competition
Non-Solicitation
Warranties and Representations
Business Operations During Option Period
Access to Information
Employee Matters
Intellectual Property
Transfer of Assets
Tax Matters
Assignment
Force Majeure
Termination
Notices
Costs and Expenses
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
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