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Contract For Sale Of Business Assets
"I need a Contract for Sale of Business Assets for my Auckland-based restaurant business, including kitchen equipment, recipes, and supplier contracts, with completion scheduled for March 2025 and a 12-month vendor transition period."
1. Parties: Identifies and provides full legal details of the vendor and purchaser
2. Background: Outlines the context of the sale, including brief description of the business and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the assets, including confirmation of what is included/excluded
5. Purchase Price: States the total purchase price, payment terms, deposit requirements, and adjustment mechanisms
6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur
7. Due Diligence: Outlines the due diligence process, timeframes, and access rights
8. Pre-completion Obligations: Details obligations of both parties between signing and completion
9. Completion: Specifies completion date, location, and requirements for completion
10. Vendor Warranties: Lists warranties given by the vendor regarding the business and assets
11. Purchaser Warranties: Contains warranties given by the purchaser
12. Restraint of Trade: Sets out non-compete and non-solicitation obligations
13. Confidentiality: Governs treatment of confidential information
14. GST: Addresses GST treatment of the transaction
15. General Provisions: Contains standard boilerplate clauses including notices, governing law, etc
1. Employee Matters: Required when employees are being transferred - covers employee transfer arrangements and related obligations
2. Intellectual Property: Needed when significant IP assets are included in the sale
3. Property Lease Assignment: Required when business premises lease is being assigned
4. Stock: Required when trading stock is included in the sale - covers stock-take and valuation procedures
5. Earn-out Provisions: Used when part of purchase price is contingent on future performance
6. Third Party Consents: Required when material contracts or licenses require third party consent for transfer
7. Transition Services: Needed when vendor will provide post-completion transition assistance
8. Environmental Matters: Required for businesses with environmental compliance obligations
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 - Contracts: List of business contracts being assigned or novated
4. Schedule 4 - Intellectual Property: Details of all IP rights included in the sale
5. Schedule 5 - Employee Information: List of transferring employees and their employment terms
6. Schedule 6 - Lease Details: Details of any leases being transferred
7. Schedule 7 - Vendor Warranties: Detailed warranties given by the vendor
8. Schedule 8 - Completion Requirements: Detailed list of documents and actions required at completion
9. Appendix A - Form of Stock Transfer: Template for stock transfer documentation
10. Appendix B - Deed of Assignment: Template for assignment of contracts or leases
Authors
Accountant
Accounts
Accounts Date
Accounts Receivable
Accrued Liabilities
Adjustment Date
Agreement
Assets
Assigned Contracts
Associated Person
Balance Sheet
Business
Business Day
Business Hours
Business Information
Business Name
Business Records
Claim
Completion
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Contracts
Deposit
Due Diligence Period
Effective Date
Employee
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Fixed Assets
Goodwill
GST
GST Act
Intellectual Property
Inventory
Leased Premises
Liabilities
Loss
Material Adverse Change
Material Contract
Notice
Parties
Permitted Encumbrance
Plant and Equipment
Purchase Price
Purchaser
Purchaser's Solicitor
Related Company
Restraint Area
Restraint Period
Stock
Stock Value
Tax
Third Party Consent
Transfer
Transfer Date
Transferring Employees
Vendor
Vendor's Solicitor
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Deposit
Assets Description
Excluded Assets
Due Diligence
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Vendor Warranties
Purchaser Warranties
Asset Transfer
Employee Transfer
Intellectual Property
Confidentiality
Non-competition
Restraint of Trade
GST
Tax Indemnity
Third Party Consents
Contract Assignment
Lease Assignment
Stock Transfer
Business Records
Transition Services
Risk and Insurance
Default
Termination
Dispute Resolution
Force Majeure
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Costs
Further Assurance
Counterparts
Retail
Manufacturing
Hospitality
Professional Services
Technology
Healthcare
Construction
Transport and Logistics
Agriculture
Education
Real Estate
Food and Beverage
Automotive
Entertainment
Wholesale Trade
Legal
Finance
Corporate Development
Executive Leadership
Operations
Risk and Compliance
Commercial
Business Development
Mergers & Acquisitions
Treasury
Tax
Business Owner
Chief Executive Officer
Chief Financial Officer
Commercial Director
Business Development Manager
Corporate Lawyer
Legal Counsel
Finance Director
Managing Director
Operations Manager
Company Secretary
Mergers & Acquisitions Manager
Business Broker
Commercial Manager
Risk Manager
Compliance Officer
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