Assumed Liabilities Asset Purchase Agreement Template for South Africa

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Key Requirements PROMPT example:

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."

Document background
The Assumed Liabilities Asset Purchase Agreement is a crucial document in South African business transactions where one entity acquires assets from another while also assuming specific liabilities. This agreement type is commonly used in business restructuring, partial business acquisitions, or strategic asset purchases where the buyer is willing to take on certain obligations along with the assets. The document must comply with South African legislative requirements, including the Companies Act 71 of 2008, Competition Act 89 of 1998, and various tax laws. It typically includes detailed schedules of assets and liabilities, employee transfer provisions under Section 197 of the Labor Relations Act, and necessary regulatory compliance measures. The agreement is particularly important in scenarios where parties wish to structure the transaction as an asset purchase rather than a share purchase, while ensuring proper allocation and assumption of specific liabilities.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Mining

Technology

Financial Services

Healthcare

Real Estate

Agriculture

Energy

Telecommunications

Professional Services

Construction

Transportation

Hospitality

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Tax

Compliance

Human Resources

Operations

Risk Management

Corporate Development

Treasury

Strategic Planning

Corporate Governance

Business Development

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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