The Business Acquisition Contract is a fundamental document used in mergers and acquisitions transactions in Hong Kong. It serves as the primary agreement governing the transfer of business ownership or assets from one entity to another, structured according to Hong Kong law and practice. This document is essential when a company or individual is purchasing an existing business, whether through a share sale, asset sale, or business transfer. The contract addresses crucial elements including purchase price mechanisms, warranties and indemnities, pre-completion and post-completion obligations, and regulatory compliance requirements specific to Hong Kong. It must comply with various Hong Kong ordinances, including the Companies Ordinance, Competition Ordinance, and Employment Ordinance, while incorporating necessary protections for both buyers and sellers.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including brief description of the business and purpose of the acquisition
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Completion: Details of when and how the transaction will complete, including conditions precedent
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Seller's Warranties: Warranties given by the seller regarding the business, assets, and liabilities
9. Buyer's Warranties: Warranties given by the buyer regarding capacity and authority to enter into the transaction
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Confidentiality: Obligations regarding confidential information and announcements
12. Non-Competition and Non-Solicitation: Restrictions on seller's future competitive activities
13. Tax Matters: Allocation of tax liabilities and related indemnities
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
16. Execution: Signature blocks and execution formalities
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Required when specific arrangements for employees are needed post-completion
3. Intellectual Property Rights: Detailed section needed when IP forms a significant part of the acquisition
4. Real Estate Provisions: Required when the business includes significant real estate assets
5. Environmental Matters: Necessary for businesses with environmental risks or compliance requirements
6. Data Protection: Required when personal data forms a significant part of the business assets
7. Transitional Services: Used when the seller will provide services to the business post-completion
8. Debt and Security Arrangements: Required when the transaction involves assumption or refinancing of debt
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of all real estate owned or leased by the business
4. Schedule 4 - Intellectual Property: List of all IP rights owned or used by the business
5. Schedule 5 - Material Contracts: List of key contracts being transferred
6. Schedule 6 - Employees: Details of all employees and their employment terms
7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion
8. Schedule 8 - Warranties: Detailed warranties given by the seller
9. Schedule 9 - Disclosed Matters: Disclosures against the warranties
10. Schedule 10 - Form of Tax Deed: Standard form tax deed to be executed at completion
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