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Business Asset Sale Agreement
"I need a Business Asset Sale Agreement for the purchase of a small manufacturing business in Auckland, including machinery, inventory, and client contracts, with completion scheduled for March 2025; the agreement needs to include specific provisions for transferring 12 employees and maintaining existing supplier relationships."
1. Parties: Identifies and defines the Vendor and Purchaser with their full legal details
2. Background: Sets out the context of the sale and 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 the basic sale obligations
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists any conditions that must be satisfied before completion occurs
7. Pre-Completion Obligations: Vendor's obligations regarding business operation between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Vendor Warranties: Warranties given by the vendor about the business and assets
10. Purchaser Warranties: Basic warranties given by the purchaser, including capacity to complete
11. Liability Limitations: Limitations on warranty claims and general liability caps
12. Post-Completion Obligations: Ongoing obligations after completion, including transition assistance
13. Confidentiality: Obligations regarding confidential information
14. GST: GST treatment of the transaction
15. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
1. Employee Provisions: Required when employees are being transferred as part of the sale
2. Restraint of Trade: Include when the vendor needs to be restrained from competing
3. Intellectual Property Assignment: Detailed IP transfer provisions when significant IP assets are involved
4. Property Lease Assignment: Required when leased premises are being transferred
5. Earn-out Provisions: Include when part of the purchase price is based on future performance
6. Third Party Consents: Required when material contracts need third party consent for assignment
7. Environmental Indemnities: Include for businesses with potential environmental liabilities
8. Stock Adjustment: Required when stock value needs to be adjusted at completion
9. Vendor Finance: Include when the vendor is providing financing for the purchase
10. Transitional Services: Required when the vendor will provide services post-completion
1. Asset Schedule: Detailed list of all assets being sold
2. Excluded Assets: List of assets specifically excluded from the sale
3. Purchase Price Allocation: Breakdown of purchase price across asset categories
4. Vendor Warranties: Detailed warranties about the business and assets
5. Employees: List of employees and their key employment terms
6. Material Contracts: List of key contracts being assigned
7. Intellectual Property: Schedule of IP assets being transferred
8. Plant and Equipment: Detailed list of plant and equipment included
9. Properties: Details of any real property interests being transferred
10. Completion Checklist: List of actions and deliverables required at completion
Authors
Agreement
Assets
Business
Business Day
Business Records
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Contracts
Debts
Deposit
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Agency
GST
Intellectual Property
Inventory
Liabilities
Loss
Material Adverse Change
Material Contracts
Permitted Encumbrances
Plant and Equipment
Premises
Purchase Price
Purchaser
Purchaser's Solicitor
Related Company
Relevant Authority
Security Interest
Signing Date
Stock
Tax
Third Party Consent
Transaction
Transfer
Transferring Employees
Vendor
Vendor's Solicitor
Warranties
Working Capital
Sale and Purchase
Purchase Price
Deposit
Stock in Trade
Assets and Excluded Assets
Assumed Liabilities
Due Diligence
Conditions Precedent
Pre-Completion Obligations
Completion Requirements
Post-Completion Obligations
Employee Matters
Warranties
Tax Indemnities
Restraint of Trade
Confidentiality
GST
Assignment of Contracts
Intellectual Property Transfer
Property Lease Assignment
Third Party Consents
Business Records
Vendor Assistance
Risk and Insurance
Default
Dispute Resolution
Force Majeure
Notices
Costs
Governing Law
General Provisions
Non-Solicitation
Data Protection
Environmental Matters
Transitional Services
Retail
Manufacturing
Hospitality
Technology
Professional Services
Construction
Healthcare
Agriculture
Transport and Logistics
Real Estate
Education
Mining and Resources
Media and Entertainment
Financial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Operations
Commercial
Business Development
Corporate Secretariat
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
Business Owner
Mergers & Acquisitions Manager
Transaction Advisory Manager
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