Business Purchase Contract Template for Nigeria

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Key Requirements PROMPT example:

Business Purchase Contract

"I need a Business Purchase Contract for acquiring a medium-sized manufacturing company in Lagos, Nigeria, with specific provisions for intellectual property rights transfer and handling of existing government contracts."

Document background
The Business Purchase Contract is a fundamental document used in Nigerian business transactions when one entity wishes to acquire another business, whether through asset purchase or share transfer. This contract type is essential for documenting the terms and conditions of the sale, ensuring compliance with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and protecting both parties' interests. It covers crucial aspects such as asset valuation, liability transfer, employee considerations, and regulatory requirements specific to Nigerian business law. The document is particularly important as it serves as the primary reference point for the transaction terms and helps prevent future disputes by clearly outlining all aspects of the business transfer, including warranties, indemnities, and post-completion obligations.
Suggested Sections

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased, and the basic agreement to sell

5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments

6. Completion: Details of when and how the transfer will complete, including completion date and mechanics

7. Seller's Warranties: Warranties given by the seller regarding the business, assets, and liabilities

8. Buyer's Warranties: Warranties given by the buyer, including capacity to enter into the agreement

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Post-Completion Obligations: Obligations of both parties after completion

11. Employees: Treatment of employees and related liabilities

12. Confidentiality: Provisions regarding confidential information and announcements

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Intellectual Property: Details of IP transfer and protection - include if the business has significant IP assets

2. Property: Specific provisions for real estate transfer - include if business premises are part of the sale

3. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

4. Tax Covenant: Detailed tax provisions - include for complex tax arrangements or significant tax risks

5. Non-Competition: Restrictions on seller's future business activities - include if competitive risk exists

6. Transition Services: Services provided by seller post-completion - include if operational continuity support needed

7. Earn-out Provisions: Future payment mechanisms based on performance - include if part of purchase price is contingent

8. Regulatory Approvals: Specific provisions for obtaining regulatory approvals - include if required by industry

9. Assignment of Contracts: Provisions for transferring specific contracts - include if key contracts need assignment

Suggested Schedules

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: Properties: Details of any real estate included in the sale

4. Schedule 4: Intellectual Property: List of all IP rights being transferred

5. Schedule 5: Employee Information: Details of transferring employees and their terms

6. Schedule 6: Material Contracts: List and details of key contracts being transferred

7. Schedule 7: Completion Obligations: Detailed list of actions required at completion

8. Schedule 8: Warranties: Detailed warranties given by the seller

9. Schedule 9: Disclosed Matters: Disclosures against the warranties

10. Appendix A: Form of Transfer Documents: Templates for various transfer documents required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Professional Services

Healthcare

Real Estate

Agriculture

Energy

Telecommunications

Construction

Hospitality

Transportation

Mining

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Operations

Strategy

Human Resources

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Director

Company Secretary

Mergers & Acquisitions Manager

Risk Manager

Compliance Officer

Operations Director

Commercial Director

Investment Manager

Due Diligence Specialist

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing business operations, registration, and transfer of ownership in Nigeria. It provides framework for company structures, share transfers, and corporate governance.
Nigerian Contract Law: Based on common law principles, it governs the formation and enforcement of contracts, including essential elements like offer, acceptance, consideration, and capacity to contract.
Investment and Securities Act: Regulates investments and securities matters, particularly relevant if the business purchase involves share transfers or is considered a merger or acquisition.
Federal Competition and Consumer Protection Act 2018: Governs competition law and may be relevant for business purchases that could create monopolies or affect market competition.
Companies Income Tax Act: Addresses tax implications of business transfers and continuing tax obligations post-purchase.
Value Added Tax Act: Relevant for VAT implications in business asset transfers and ongoing operations.
Labour Act: Governs employment relationships and protects employee rights during business transfers, including provisions for transfer of employment contracts.
Nigerian Investment Promotion Commission Act: Particularly relevant if the purchase involves foreign investors or international business interests.
Land Use Act: Important if the business purchase includes land or real estate assets, as it governs land ownership and transfer in Nigeria.
Asset Management Corporation of Nigeria (AMCON) Act: May be relevant if the business purchase involves distressed assets or bank-related transactions.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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