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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."
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
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
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
Adjustment Date
Agreement
Assets
Business
Business Day
Business Records
Completion
Completion Date
Conditions Precedent
Confidential Information
Contracts
Discharge Date
Disclosed
Due Date
Effective Date
Employees
Encumbrance
Excluded Assets
Existing Contracts
Financial Statements
GAAP
Goodwill
GST
GST Act
Intellectual Property
Inventory
Liabilities
Loss
Material Adverse Change
Material Contract
Notice
Parties
Permitted Encumbrance
Plant and Equipment
Premises
Purchase Price
Purchaser
Relevant Authority
Restraint Area
Restraint Period
Statement of Assets
Stock
Tax
Third Party Consent
Transaction
Transfer Documents
Transferring Employees
Vendor
Vendor Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Excluded Assets
Liabilities
Employee Matters
Intellectual Property
Property Transfer
Contracts Assignment
Warranties
Representations
Indemnities
Tax
GST
Restraint of Trade
Non-Competition
Confidentiality
Third Party Consents
Business Records
Stock Transfer
Plant and Equipment
Transition Services
Risk and Insurance
Force Majeure
Default
Termination
Notices
Dispute Resolution
Governing Law
Assignment
Amendment
Waiver
Severability
Entire Agreement
Costs
Further Assurance
Retail
Manufacturing
Hospitality
Professional Services
Technology
Healthcare
Construction
Agriculture
Transport and Logistics
Education
Real Estate
Mining and Resources
Entertainment and Media
Financial Services
Automotive
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Operations
Risk and Compliance
Commercial
Business Development
Strategy
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
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