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Restaurant Sale Agreement
"I need a Restaurant Sale Agreement for the sale of my high-end sushi restaurant in Singapore, including transfer of all proprietary recipes and cooking techniques, with a planned completion date of March 15, 2025."
1. Parties: Identification of seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Brief description of the restaurant business and the intent to sell/purchase
3. Definitions: Key terms used throughout the agreement including 'Business', 'Assets', 'Completion Date', 'Purchase Price'
4. Sale and Purchase: Core terms of the transaction including the assets being sold and purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration and payment terms
6. Completion: Timing and mechanics of closing the transaction
7. Seller's Warranties: Standard warranties regarding ownership, authority, and business condition
8. Buyer's Warranties: Warranties regarding authority and ability to complete purchase
1. Employee Matters: Terms regarding transfer of employees - include when employees will transfer with the business
2. Property Lease: Terms regarding assignment or new lease of premises - include when premises lease is part of transaction
3. Non-Compete: Restrictions on seller's future business activities - include when buyer requires protection against competition
4. Intellectual Property: Transfer of trademarks, recipes, and other IP - include when significant IP assets are involved
1. Schedule 1: Assets List: Detailed inventory of all physical assets included in sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Contracts and Licenses: List of contracts and licenses to be transferred
4. Schedule 4: Employee Information: Details of employees, terms and benefits
5. Schedule 5: Property Information: Details of premises and lease terms
6. Schedule 6: Warranties: Detailed warranties given by seller
Authors
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Contracts
Effective Date
Employees
Encumbrance
Equipment
Excluded Assets
Food Shop License
Goodwill
Governmental Authority
Intellectual Property Rights
Inventory
Lease
Liabilities
Licenses
Material Adverse Change
NEA
Permits
Premises
Purchase Price
Recipes
Restaurant
SFA
Trade Fixtures
Transaction Documents
Transfer Date
Transferred Employees
Warranties
Working Capital
Purchase Price and Payment
Completion
Assets Transfer
Due Diligence
Conditions Precedent
Seller's Warranties
Buyer's Warranties
Employees and Employment
Premises and Lease
Licenses and Permits
Inventory Transfer
Equipment Transfer
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Health and Safety Compliance
Food Safety Standards
Assignment of Contracts
Liabilities and Indemnification
Tax Matters
Insurance
Business Transition
Post-Completion Obligations
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment and Waiver
Severability
Entire Agreement
Costs and Expenses
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