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Assumed Liabilities Asset Purchase Agreement
"I need an Assumed Liabilities Asset Purchase Agreement for the purchase of a manufacturing facility in Johannesburg, where we'll be assuming all environmental liabilities and employee obligations, with closing expected in March 2025."
1. Parties: Identification of the Seller and Purchaser, including registration numbers and addresses
2. Background: Context of the transaction, including brief description of the business and assets being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and assumed
5. Purchase Price: Purchase consideration, payment terms, and adjustments
6. Assumed Liabilities: Detailed description of liabilities being assumed by the purchaser
7. Excluded Liabilities: Explicit listing of liabilities that remain with the seller
8. Conditions Precedent: Conditions that must be met before the agreement becomes effective
9. Closing: Mechanics of the closing process, including deliverables and timing
10. Seller's Warranties: Warranties regarding the assets, liabilities, and business
11. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority
12. Employee Matters: Treatment of employees and related liabilities
13. Tax Matters: Allocation of tax liabilities and responsibilities
14. Indemnification: Indemnification obligations of both parties
15. Dispute Resolution: Process for resolving disputes under the agreement
16. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Competition Law Compliance: Required when the transaction meets competition law thresholds
2. Environmental Matters: Needed when the assets include property with environmental concerns
3. Intellectual Property: Required when significant IP assets are involved
4. Third Party Consents: Needed when material contracts require consent for assignment
5. Post-Closing Covenants: Used when ongoing obligations exist after closing
6. Transition Services: Required when seller will provide services post-closing
7. BBBEE Provisions: Needed when transaction affects BBBEE status
8. Real Property: Required when immovable property is included in the sale
1. Schedule of Purchased Assets: Detailed inventory of all assets being transferred
2. Schedule of Assumed Liabilities: Comprehensive list of all liabilities being assumed
3. Schedule of Excluded Assets: List of assets explicitly excluded from the sale
4. Schedule of Excluded Liabilities: List of liabilities explicitly excluded from assumption
5. Employee Schedule: List of transferring employees and their key terms
6. Material Contracts: List of key contracts being assigned
7. Permitted Encumbrances: List of permitted liens and encumbrances on assets
8. Required Consents: List of required third-party consents
9. Closing Checklist: List of all required closing deliverables
10. Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes
Authors
Assumed Liabilities
Adjustment Date
Affiliate
Agreement
Applicable Law
Asset Register
Balance Sheet Date
Business
Business Day
Closing
Closing Date
Competition Act
Competition Authorities
Conditions Precedent
Confidential Information
Contracts
Disclosed
Effective Date
Employees
Encumbrance
Environmental Laws
Excluded Assets
Excluded Liabilities
Financial Statements
IFRS
Intellectual Property Rights
Labor Relations Act
Material Adverse Change
Material Contracts
Ordinary Course of Business
Parties
Permitted Encumbrances
Purchase Price
Purchase Price Allocation
Purchaser
Rand
Related Party
Seller
Signature Date
Subsidiaries
Tax
Tax Authority
Third Party
Transaction
Transfer Date
VAT
Warranties
Working Capital
ZAR
Purchase Price
Payment Terms
Assumed Liabilities
Excluded Liabilities
Asset Transfer
Conditions Precedent
Closing Conditions
Warranties and Representations
Due Diligence
Employee Transfer
Labor Matters
Competition Law Compliance
Tax Matters
VAT
Environmental Compliance
Intellectual Property
Assignment and Novation
Third Party Consents
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Indemnification
Insurance
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Waiver
Severability
Entire Agreement
Assignment
Costs
Good Faith
Further Assurance
Signature
Counterparts
Time of Essence
BBBEE Compliance
Exchange Control
Material Adverse Change
Transition Services
Property Transfer
Data Protection
Bank Accounts
Power of Attorney
Manufacturing
Retail
Mining
Technology
Financial Services
Healthcare
Real Estate
Agriculture
Energy
Telecommunications
Professional Services
Construction
Transportation
Hospitality
Legal
Finance
Mergers & Acquisitions
Tax
Compliance
Human Resources
Operations
Risk Management
Corporate Development
Treasury
Strategic Planning
Corporate Governance
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Mergers & Acquisitions Director
Financial Director
Business Development Manager
Commercial Director
Risk Manager
Compliance Officer
Tax Director
Human Resources Director
Operations Director
Company Secretary
Transaction Advisory Partner
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