Quota Purchase Agreement Template for New Zealand

The Quota Purchase Agreement is a crucial document used in New Zealand's fishing industry for transferring fishing quota rights. It is required whenever there is a sale or purchase of quota shares under the Quota Management System (QMS), which was established by the Fisheries Act 1996. The agreement must account for various regulatory requirements, including potential Overseas Investment Office approval for foreign purchasers and Māori fishing rights considerations. The document typically includes detailed information about the quota being transferred, purchase price, conditions precedent, warranties, and completion mechanics. It's essential for ensuring compliance with New Zealand fishing regulations while protecting both parties' interests in the transaction. The agreement must also address specific GST and tax implications unique to fishing quota transfers in New Zealand.

1. Parties: Identification of the seller and purchaser, including their full legal names, addresses, and company registration numbers if applicable

2. Background: Context of the transaction, including brief description of the quota ownership and reason for transfer

3. Definitions and Interpretation: Definitions of key terms including 'Quota', 'ACE', 'Completion Date', 'Purchase Price', and interpretation clauses

4. Agreement to Sell and Purchase: Core transaction terms including the specific quota shares being sold and purchased

5. Purchase Price: Specification of purchase price, payment terms, deposit requirements, and GST treatment

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Pre-completion Obligations: Obligations of both parties between signing and completion, including maintenance of quota value

8. Completion: Mechanics of completion, including timing, location, and actions required by each party

9. Warranties: Seller's warranties regarding ownership, encumbrances, and compliance with fishing regulations

10. Tax and GST: Specific provisions regarding tax treatment and GST obligations

11. Default and Termination: Consequences of default and circumstances allowing termination

12. General Provisions: Standard provisions including notices, costs, governing law, and dispute resolution