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Business Sale Agreement
"I need a Business Sale Agreement for the sale of my Lagos-based manufacturing company to a UK buyer, with completion planned for March 2025, including specific provisions for machinery assets and transfer of 50 employees."
1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including what is being sold and the basic agreement to sell
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Timing and mechanics of the completion process, including conditions precedent
7. Seller's Warranties: Standard warranties regarding the business, assets, and liabilities
8. Buyer's Warranties: Basic warranties from the buyer, including capacity to purchase and funding
9. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims
10. Pre-Completion Obligations: Conduct of business requirements between signing and completion
11. Employees: Treatment of employees and associated liabilities
12. Confidentiality: Obligations regarding business information and announcement of the transaction
13. Post-Completion Obligations: Ongoing obligations after completion, including transition support
14. Governing Law and Jurisdiction: Confirmation of Nigerian law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could potentially compete
2. Intellectual Property Assignment: Specific provisions for IP transfer - include when IP is a significant business asset
3. Property Provisions: Detailed real estate provisions - include when property transfer is involved
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Tax Covenant: Detailed tax provisions - include for complex tax situations or significant tax risks
6. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent
7. Foreign Investment Provisions: Compliance with NIPC requirements - include when buyer is foreign
8. Data Protection: Specific data transfer provisions - include when personal data is a significant asset
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 all real estate owned or leased by the business
4. Intellectual Property: List of all IP rights, registrations, and licenses
5. Employee Information: List of employees and their key employment terms
6. Material Contracts: Summary of key business contracts being transferred
7. Completion Obligations: Detailed list of documents and actions required at completion
8. Warranties: Full set of detailed warranties
9. Tax Matters: Detailed tax warranties and specific tax provisions
10. Net Asset Statement: Format for completion accounts and adjustments
Authors
Accounts
Accounts Date
Affiliate
Assets
Business
Business Day
Business Information
Business Intellectual Property
CAC
CAMA
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Contracts
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Excluded Assets
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Inventory
Key Employees
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Naira
Net Working Capital
Notice
Parties
Permits
Properties
Purchase Price
Related Persons
Relevant Authority
Representatives
Seller's Group
Seller's Knowledge
Seller's Warranties
Tax
Tax Authority
Tax Liability
Transaction
Transaction Documents
Transfer
VAT
Warranties
Purchase Price
Payment Terms
Conditions Precedent
Completion
Assets Transfer
Liabilities Assumption
Seller Warranties
Buyer Warranties
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Environmental Compliance
Property Transfer
Contract Assignment
Business Operations
Pre-Completion Obligations
Post-Completion Obligations
Indemnification
Limitation of Liability
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Entire Agreement
Severability
Notices
Amendment
Waiver
Third Party Rights
Costs and Expenses
Data Protection
Regulatory Compliance
Due Diligence
Representations
Security and Guarantees
Business Records
Insurance
Transition Services
Anti-Corruption
Announcements
Manufacturing
Retail
Technology
Financial Services
Healthcare
Real Estate
Agriculture
Energy
Telecommunications
Professional Services
Hospitality
Construction
Mining
Transportation
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Operations
Compliance
Risk Management
Business Development
Strategy
Corporate Secretariat
Chief Executive Officer
Managing Director
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Merger & Acquisition Specialist
Business Development Manager
Company Secretary
Finance Director
Tax Manager
Human Resources Director
Operations Director
Risk Manager
Compliance Officer
Investment Banker
Due Diligence Specialist
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