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Business Sale Contract
"I need a Business Sale Contract for the sale of my small retail clothing store in Auckland, New Zealand, with completion planned for March 2025, including basic warranties and a 2-year non-compete clause."
1. Parties: Identification of the vendor and purchaser, including full legal names and addresses
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business, including the business assets and goodwill
5. Purchase Price: Total consideration, payment terms, deposit requirements, and adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion occurs
7. Period Before Completion: Obligations of parties between signing and completion, including business conduct requirements
8. Completion: Completion date, obligations at completion, and completion mechanics
9. Assets: Detailed description of assets included and excluded from the sale
10. Employees: Treatment of employees, transfer arrangements, and related obligations
11. Warranties: Vendor's warranties about the business, assets, and operations
12. Restraint of Trade: Non-compete and non-solicitation obligations
13. Confidentiality: Protection of confidential information and trade secrets
14. GST: GST treatment of the transaction and required declarations
15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Intellectual Property: Specific provisions for transfer of IP rights when the business has significant IP assets
2. Lease Assignment: Required when business premises are leased and the lease needs to be assigned
3. Stock: Detailed provisions for valuation and transfer of stock when inventory is significant
4. Vendor Finance: Terms of any vendor financing arrangement if part of purchase price is deferred
5. Training and Handover: Specific provisions for vendor assistance during transition period
6. Key Contracts: Provisions for assignment or novation of important business contracts
7. Environmental Matters: Required for businesses with environmental risks or compliance obligations
8. Earn-out Provisions: Structure for additional payments based on future performance
9. Property: Required when real property is included in the sale
1. Schedule 1: Assets: Detailed list of all assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Employees: List of employees, their terms of employment and entitlements
4. Schedule 4: Contracts: List of business contracts to be assigned or novated
5. Schedule 5: Intellectual Property: Details of all IP rights included in the sale
6. Schedule 6: Lease Details: Details of any leases being transferred
7. Schedule 7: Stock: Stock taking and valuation procedures
8. Schedule 8: Warranties: Detailed warranties given by the vendor
9. Appendix A: Financial Statements: Recent financial statements of the business
10. Appendix B: Required Consents: List of third-party consents required for completion
Authors
Agreed Form
Assets
Business
Business Day
Business Information
Business Name
Business Records
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Deposit
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Going Concern
Goodwill
GST
GST Act
Intellectual Property Rights
Inventory
Key Contracts
Key Employees
Leases
Liabilities
Loss
Material Adverse Change
Material Contract
Nominee
Notice
Parties
Permitted Encumbrance
Plant and Equipment
Premises
Purchase Price
Purchaser
Restricted Activity
Restricted Period
Restricted Territory
Stock
Tax
Third Party Consent
Transaction Documents
Transfer Date
Transferring Employees
Vendor
Warranties
Working Capital
Purchase Price
Payment Terms
Assets Transfer
Liabilities Assumption
Conditions Precedent
Due Diligence
Completion Obligations
Pre-Completion Obligations
Post-Completion Obligations
Employee Transfer
Redundancy
Stock Transfer
Plant and Equipment
Intellectual Property
Business Records
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Indemnities
Tax
GST
Property Lease
Equipment Lease
Contract Assignment
Third Party Consents
Business Operation
Transition Services
Customer Relations
Supplier Relations
Insurance
Dispute Resolution
Force Majeure
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Costs
Default
Termination
Further Assurance
Time of Essence
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Transport and Logistics
Education
Real Estate
Financial Services
Media and Entertainment
Mining and Resources
Wholesale Trade
Legal
Finance
Corporate Development
Human Resources
Operations
Risk and Compliance
Executive Leadership
Mergers and Acquisitions
Due Diligence
Strategy
Chief Executive Officer
Managing Director
Business Owner
Commercial Lawyer
Corporate Lawyer
Chief Financial Officer
Finance Director
Business Development Manager
Operations Manager
Human Resources Director
Company Secretary
Merger & Acquisition Manager
Due Diligence Manager
Risk Manager
Compliance Officer
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