The Agreement of Purchase and Sale of Business Assets is essential for businesses conducting asset sales in England and Wales. This document is typically used when a business wishes to sell some or all of its assets rather than shares, offering flexibility in selecting specific assets for transfer while potentially leaving behind certain liabilities. The agreement covers crucial aspects such as asset identification, valuation, warranties, indemnities, and completion mechanics. It must comply with various UK regulations including TUPE, data protection, and intellectual property laws, making it a comprehensive framework for asset transfer transactions.
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1. Parties: Identification of buyer and seller with full legal details
2. Background: Context of the transaction and brief business description
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets being sold
5. Purchase Price: Consideration and payment terms
6. Completion: Timing and mechanics of closing
7. Seller's Warranties: Standard warranties about business and assets
8. Limitations on Liability: Caps and restrictions on warranty claims
1. Employee Matters: Used when employees are transferring with the business
2. Property: Required when real estate assets are included
3. Intellectual Property: When IP assets are significant part of purchase
4. Non-Compete: When restrictions on seller's future activities are required
1. Asset Schedule: Detailed list of assets being transferred
2. Excluded Assets: List of assets explicitly excluded from sale
3. Warranties: Detailed warranties given by seller
4. Property Schedule: Details of any real property included in sale
5. Employee Schedule: List of transferring employees and their terms
6. Intellectual Property Schedule: Details of IP rights being transferred
7. Contracts Schedule: Key contracts being assigned or transferred
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