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Restaurant Asset Purchase Agreement
"I need a Restaurant Asset Purchase Agreement for the acquisition of a high-end Lagos restaurant chain with 3 locations, including all kitchen equipment, recipes, and brand rights, with the deal scheduled to close by March 2025."
1. Parties: Identification of the seller and buyer, including complete legal names and addresses
2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Assets: Description of assets being sold and explicit exclusion of any retained assets
5. Purchase Price and Payment Terms: Total consideration, payment structure, and any adjustments
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Seller's Representations and Warranties: Statements about the business, assets, liabilities, and compliance with laws
8. Buyer's Representations and Warranties: Statements about buyer's capacity and authority to enter into the agreement
9. Covenants: Pre-closing and post-closing obligations of both parties
10. Employee Matters: Treatment of employees, transfer of employment contracts, and related liabilities
11. Indemnification: Mutual indemnification provisions and procedures
12. Termination: Circumstances under which the agreement may be terminated and consequences
13. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement
1. Third-Party Consents: Required when specific third-party approvals are needed for asset transfer
2. Transition Services: Included when seller agrees to provide post-closing operational support
3. Non-Competition: Added when parties agree to restrict seller's future business activities
4. Intellectual Property Rights: Detailed section when significant IP assets are involved
5. Environmental Matters: Extended provisions when environmental issues are significant
6. Bulk Sales Compliance: Required when bulk sale laws apply to the transaction
7. Ongoing Litigation: Added when there are pending legal proceedings
8. Lease Assignment: Required when restaurant premises are leased and assignment is needed
1. Schedule A - Purchased Assets: Detailed inventory of all assets being transferred
2. Schedule B - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule C - Assumed Contracts: List of contracts being assigned to buyer
4. Schedule D - Permits and Licenses: List of transferable permits and licenses
5. Schedule E - Employee Information: Details of employees, positions, and compensation
6. Schedule F - Equipment List: Detailed inventory of kitchen and restaurant equipment
7. Schedule G - Intellectual Property: List of trademarks, trade names, and other IP assets
8. Schedule H - Inventory: Current inventory of food, beverages, and supplies
9. Appendix 1 - Form of Bill of Sale: Template for the transfer of tangible assets
10. Appendix 2 - Form of Assignment and Assumption Agreement: Template for transfer of contracts and obligations
Authors
Affiliate
Agreement
Assumed Contracts
Assumed Liabilities
Bill of Sale
Business
Business Day
Closing
Closing Date
Confidential Information
Consideration
Effective Date
Employees
Encumbrance
Environmental Laws
Excluded Assets
Excluded Liabilities
Fixtures and Fittings
Food Safety Laws
Governing Law
Governmental Authority
Health Permits
Intellectual Property Rights
Inventory
Key Employees
Knowledge
Lease Agreement
Leased Premises
Licenses
Loss
Material Adverse Effect
NAFDAC
Notice
Operating Permits
Ordinary Course of Business
Party/Parties
Payment Terms
Permits
Property
Purchase Price
Purchased Assets
Restaurant Equipment
Seller's Representatives
State Health Department
Tax/Taxes
Third Party Claims
Trade Fixtures
Transaction
Transfer Documents
Working Capital
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Due Diligence
Health and Safety
Food Safety Compliance
Environmental Compliance
Employee Transfer
Intellectual Property
Confidentiality
Non-Competition
Assignment
Indemnification
Force Majeure
Termination
Dispute Resolution
Governing Law
Regulatory Compliance
Asset Identification
Inventory Transfer
Equipment Transfer
License Transfer
Lease Assignment
Third Party Consents
Tax Matters
Insurance
Transition Services
Liability
Notice Requirements
Amendment
Severability
Entire Agreement
Authority
Survival
Business Continuity
Property Rights
Bulk Sales
Working Capital Adjustment
Food & Beverage
Hospitality
Restaurant & Catering
Food Service
Retail
Small Business
Franchising
Commercial Real Estate
Hospitality Equipment
Food Distribution
Legal
Finance
Operations
Compliance
Risk Management
Business Development
Mergers & Acquisitions
Property Management
Due Diligence
Corporate Strategy
Business Owner
Restaurant Manager
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Operations Director
Compliance Officer
Financial Controller
Restaurant Franchise Manager
Asset Manager
Property Manager
Risk Manager
Mergers & Acquisitions Director
Due Diligence Specialist
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