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The Restaurant Purchase Contract is a vital legal instrument used in Hong Kong for transferring ownership of restaurant businesses. It is essential when acquiring or selling a restaurant operation, encompassing all aspects from physical assets to regulatory permits. This document is specifically tailored to comply with Hong Kong's legal framework, including requirements from the Food and Environmental Hygiene Department, Business Registration Ordinance, and Employment Ordinance. The contract addresses critical elements such as purchase price, asset transfer, employee retention, licensing requirements, and regulatory compliance. It's particularly important in Hong Kong's dynamic food and beverage market, where restaurant transactions require careful attention to local regulations, property laws, and food safety standards. The document includes provisions for both asset and share purchases, making it versatile for different transaction structures.

1. Parties: Identification of the seller and purchaser with full legal names and registration details

2. Background: Context of the transaction, including brief description of the restaurant business and reason for sale

3. Definitions: Key terms used throughout the agreement including Business, Completion Date, Assets, Excluded Assets, Employees, etc.

4. Sale and Purchase: Core transaction terms including what is being sold and purchased, the purchase price, and payment terms

5. Conditions Precedent: Prerequisites that must be met before completion, including obtaining necessary licenses and permits

6. Pre-Completion Obligations: Seller's obligations in running the business between signing and completion

7. Completion: Details of the completion process, timing, and deliverables

8. Assets Transfer: Specific provisions regarding the transfer of physical assets, intellectual property, and contracts

9. Employee Matters: Arrangements for existing employees, including transfer terms and conditions

10. Seller's Warranties: Warranties regarding the business, assets, employees, and compliance with laws

11. Purchaser's Warranties: Basic warranties regarding capacity to enter into agreement and financial ability

12. Indemnities: Protection against specific identified risks and liabilities

13. Confidentiality: Obligations regarding business information and transaction details

14. Governing Law and Jurisdiction: Specification of Hong Kong law and courts' jurisdiction

15. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement