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Restaurant Sale Agreement
"I need a Restaurant Sale Agreement for the sale of my small Italian restaurant in Manchester, including all kitchen equipment and transfer of alcohol license, with completion planned for March 2025."
1. Parties: Details of the seller and purchaser of the restaurant business
2. Background: Context of the sale and brief description of the restaurant business being sold
3. Definitions: Key terms used throughout the agreement including Business, Assets, Employees, Premises, etc.
4. Sale and Purchase: Core terms of the transaction including purchase price, payment terms, and what constitutes the business being sold
5. Assets Included in Sale: Comprehensive description of all assets being transferred including equipment, inventory, intellectual property, and goodwill
6. Completion: Details of the completion date, completion requirements, and transfer process
7. Warranties: Seller's warranties regarding business operations, compliance, employees, assets, and financial statements
8. Employee Provisions: TUPE implications, employee transfers, and related employment matters
1. Property Assignment/Transfer: Terms for transfer of freehold property ownership when premises are owned rather than leased
2. Lease Assignment: Terms for transferring existing lease agreement and obtaining landlord consent where premises are leased
3. Non-Competition Covenant: Restrictions on seller's future business activities to protect the purchased business's goodwill
4. Post-Completion Services: Terms for any transitional services or training to be provided by seller after completion
1. Schedule 1: Asset Register: Detailed inventory of all tangible and intangible assets included in the sale
2. Schedule 2: Property Details: Details of premises including lease terms or freehold information
3. Schedule 3: Employee Information: List of employees, their roles, length of service, and key employment terms
4. Schedule 4: Licenses and Permits: Details of all operational licenses, permits, and certifications
5. Schedule 5: Warranties: Comprehensive list of seller's warranties about the business
6. Schedule 6: Financial Information: Recent financial statements, management accounts, and other financial data
Authors
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Employees
Encumbrance
Equipment
Excluded Assets
Fixtures and Fittings
Goodwill
Inventory
Intellectual Property Rights
Lease
Licenses
Premises
Property
Purchase Price
Records
Seller's Warranties
Stock
TUPE
VAT
Working Capital
Liabilities
Material Adverse Change
Permitted Encumbrances
Relevant Employees
Restaurant Name
Trade Secrets
Transfer Date
Accounts
Business Information
Customer Database
Health and Safety Requirements
Food Safety Certificates
Operating Permits
Suppliers
Purchase Price and Payment
Assets and Excluded Assets
Completion
Pre-Completion Obligations
Warranties
Property Transfer
Employee Matters
TUPE Provisions
Licenses and Permits
Health and Safety
Food Safety
Intellectual Property
Confidentiality
Non-Competition
Assignment
Insurance
Tax Matters
Stock and Inventory
Accounts and Financial Statements
Business Contracts
Supplier Agreements
Customer Database Transfer
Indemnification
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Third Party Rights
Further Assurance
Costs
Waiver
Variation
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