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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."
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
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
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
Accounts Date
Agreed Form
Assets
Business
Business Day
CAMA
Completion
Completion Date
Confidential Information
Consideration
Contracts
Data Protection Laws
Disclosed
Disclosure Letter
Encumbrance
Employees
Excluded Assets
Excluded Liabilities
FCCPC
Goodwill
Governmental Authority
Group
Intellectual Property Rights
Interim Period
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Nigerian Law
Parties
Permits
Property
Purchase Price
Records
Relevant Authority
Representatives
Seller's Group
Seller's Knowledge
Signing Date
Subsidiary
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
VAT
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Assets Transfer
Liabilities Assumption
Seller Warranties
Buyer Warranties
Employee Matters
Intellectual Property
Property Rights
Contracts Assignment
Confidentiality
Non-Competition
Tax Matters
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Termination
Notices
Assignment
Entire Agreement
Severability
Amendments
Waiver
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Regulatory Compliance
Environmental Matters
Data Protection
Business Records
Announcements
Transition Services
Insurance
Manufacturing
Retail
Technology
Financial Services
Professional Services
Healthcare
Real Estate
Agriculture
Energy
Telecommunications
Construction
Hospitality
Transportation
Mining
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Operations
Strategy
Human Resources
Tax
Due Diligence
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
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