Business Asset Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Business Asset Purchase Agreement

"I need a Business Asset Purchase Agreement for acquiring a small manufacturing business in Auckland, including machinery, equipment, and client contracts, with completion planned for March 2025. The agreement should include specific provisions for transferring 12 employees and maintaining existing supplier relationships."

Document background
The Business Asset Purchase Agreement is a crucial legal document used in New Zealand when one party wishes to acquire specific assets of a business without purchasing the entire corporate entity. This agreement is essential for transactions where selected business assets are being transferred, rather than shares in the company. It comprehensively covers all aspects of the asset purchase transaction, including asset identification, valuation, transfer mechanisms, warranties, and post-completion obligations. The document must comply with New Zealand legislation, including the Contract and Commercial Law Act 2017, Goods and Services Tax Act 1985, and other relevant statutes. It's particularly important for protecting both parties' interests, ensuring clear title to assets, addressing employee matters, and managing tax implications. The agreement is commonly used in business restructuring, partial business sales, or when purchasers prefer to acquire specific assets rather than assume all liabilities of a business entity.
Suggested Sections

1. Parties: Identifies and defines the Vendor and Purchaser, including full legal names and addresses

2. Background: Sets out the context of the transaction, including brief description of the business and assets being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core agreement to sell and purchase the assets, including conditions precedent

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

6. Completion: Details the completion process, including timing, location, and deliverables

7. Vendor's Obligations: Lists all obligations of the vendor before, at and after completion

8. Purchaser's Obligations: Lists all obligations of the purchaser before, at and after completion

9. Warranties and Representations: Standard warranties given by both parties, particularly the vendor

10. Restraint of Trade: Non-compete and non-solicitation provisions protecting the purchased business

11. GST: GST treatment of the transaction, including zero-rating if applicable

12. Confidentiality: Obligations regarding confidential information and announcements

13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

14. Execution: Formal execution block for signing by all parties

Optional Sections

1. Employee Provisions: Required when employees are being transferred to the purchaser, covering transfer terms and obligations

2. Intellectual Property: Required when significant IP assets are being transferred, including assignments and licenses

3. Lease Assignment: Required when business premises are leased and the lease is being assigned

4. Vendor Finance: Required when part of the purchase price is being paid over time or funded by the vendor

5. Third Party Consents: Required when material contracts or licenses require third party consent to transfer

6. Environmental Provisions: Required when the business involves environmental risks or compliance obligations

7. Transition Services: Required when the vendor will provide post-completion assistance or services

8. Stock: Required when trading stock is a significant component of the purchase

Suggested Schedules

1. Schedule 1 - Assets: Detailed list of all assets being purchased, including descriptions and values

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Contracts: List of business contracts being assigned or novated

4. Schedule 4 - Employees: Details of transferring employees including terms and conditions

5. Schedule 5 - Intellectual Property: Details of all IP being transferred including registrations

6. Schedule 6 - Properties: Details of any real property or lease interests being transferred

7. Schedule 7 - Vendor Warranties: Detailed warranties given by the vendor

8. Schedule 8 - Completion Obligations: Detailed list of actions and deliverables required at completion

9. Appendix 1 - Form of Transfer Documents: Templates for specific transfer documents required at completion

10. Appendix 2 - Handover Checklist: Practical checklist for business handover process

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

Retail

Manufacturing

Hospitality

Professional Services

Technology

Healthcare

Construction

Agriculture

Transport and Logistics

Education

Real Estate

Mining and Resources

Entertainment and Media

Financial Services

Automotive

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Operations

Risk and Compliance

Commercial

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Finance Director

Managing Director

Operations Manager

Company Secretary

Risk Manager

Compliance Officer

Mergers & Acquisitions Manager

Business Owner

Asset Manager

Industries
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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