The Business Asset Purchase Agreement is a crucial document used when one entity wishes to acquire specific assets of another entity's business in Hong Kong. It is commonly used in situations where a complete share purchase is not desired or practical, allowing buyers to cherry-pick specific assets while leaving behind unwanted liabilities. The agreement must comply with Hong Kong's legal framework, including the Contract Ordinance, Sale of Goods Ordinance, and Transfer of Businesses (Protection of Creditors) Ordinance. This document is essential for transactions ranging from small business acquisitions to large corporate restructurings, providing a detailed framework for the transfer of tangible and intangible assets, addressing employee transfers, regulatory compliance, and post-completion obligations. It's particularly relevant in Hong Kong's dynamic business environment where asset deals are common across various industries.
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1. Parties: Identifies and defines the Seller and Buyer with their full legal names and registered addresses
2. Background: Provides context about the business, assets being sold, and purpose of the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the assets
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Sets out what parties must do or not do between signing and completion
8. Completion: Details the completion process, timing, and deliverables
9. Warranties and Representations: Contains seller's warranties about the business and assets
10. Limitations on Liability: Sets out limitations on seller's liability for warranty claims and other matters
11. Indemnities: Details specific indemnities given by either party
12. Confidentiality: Governs the treatment of confidential information
13. Announcements: Controls public statements about the transaction
14. Further Assurance: Requires parties to take additional steps necessary to effect the transaction
15. Assignment: Governs ability to transfer rights under the agreement
16. Notices: Specifies how formal notices must be given
17. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
18. General Provisions: Contains standard boilerplate provisions
19. Execution: Signature blocks and execution formalities
1. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
2. Employee Matters: Include when employees are being transferred as part of the business
3. Intellectual Property: Include when significant IP assets are being transferred
4. Real Property: Include when real estate assets are part of the transaction
5. Post-Completion Adjustments: Include when purchase price may be adjusted after completion
6. Non-Competition: Include when restrictions on seller's future business activities are required
7. Transitional Services: Include when seller will provide services post-completion
8. Environmental Matters: Include when environmental liabilities or compliance is significant
9. Data Protection: Include when personal data is being transferred
10. Third Party Consents: Include when significant third party approvals are required
1. Schedule 1 - Assets: Detailed list and description of all assets being purchased
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Warranties: Detailed warranties given by the seller
4. Schedule 4 - Properties: Details of any real property included in the sale
5. Schedule 5 - Intellectual Property: List of all IP rights being transferred
6. Schedule 6 - Employees: Details of transferring employees and their terms
7. Schedule 7 - Material Contracts: List of key contracts being transferred
8. Schedule 8 - Completion Deliverables: List of documents and items to be delivered at completion
9. Schedule 9 - Form of Transfer Documents: Pro forma transfer documents for specific assets
10. Appendix 1 - Disclosure Letter: Seller's disclosures against the warranties
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