Assumed Liabilities Asset Purchase Agreement Template for New Zealand

1. GST: Required when the transaction involves GST-registered parties or GST-applicable assets

2. Employee Matters: Required when employees are being transferred as part of the transaction

3. Intellectual Property: Required when significant IP assets are included in the purchase

4. Property Lease Assignment: Required when leased premises are part of the transferred assets

5. Environmental Matters: Required when the assets include land or operations with environmental implications

6. Competition Law Compliance: Required when the transaction size requires competition law consideration

7. Third Party Consents: Required when material contracts or licenses require third party approval for transfer

8. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

1. Schedule 1 - Assets: Detailed list and description of all assets being transferred

2. Schedule 2 - Assumed Liabilities: Detailed list and description of all liabilities being assumed

3. Schedule 3 - Excluded Assets: List of assets explicitly excluded from the transfer

4. Schedule 4 - Excluded Liabilities: List of liabilities explicitly excluded from assumption

5. Schedule 5 - Contracts: List of contracts being transferred or requiring assignment

6. Schedule 6 - Intellectual Property: Details of all IP rights being transferred

7. Schedule 7 - Properties: Details of any real property or lease interests being transferred

8. Schedule 8 - Employees: List of employees and their key employment terms

9. Schedule 9 - Completion Deliverables: List of all documents and items to be delivered at completion

10. Schedule 10 - Warranties: Detailed warranties given by the seller

11. Appendix A - Form of Transfer Documents: Pro forma transfer documents required for completion

12. Appendix B - Disclosure Letter: Seller's disclosures against the warranties