Business Asset Sale Agreement Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Business Asset Sale Agreement is a crucial legal document used in New Zealand when a business owner (vendor) wishes to sell specific assets of their business to a purchaser, rather than selling the shares of the company. This agreement is essential for transactions where selected business assets are being transferred while leaving the corporate entity with the vendor. It comprehensively covers all aspects of the asset sale, including detailed descriptions of assets being sold, purchase price, payment terms, warranties, and both pre and post-completion obligations. The document ensures compliance with New Zealand legislation, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant tax laws. It's particularly important for protecting both parties' interests and ensuring a clear understanding of what is being transferred, excluded, and any continuing obligations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Technology

Professional Services

Construction

Healthcare

Agriculture

Transport and Logistics

Real Estate

Education

Mining and Resources

Media and Entertainment

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Operations

Commercial

Business Development

Corporate Secretariat

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

Business Owner

Mergers & Acquisitions Manager

Transaction Advisory 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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