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Restaurant Asset Purchase Agreement

Restaurant Asset Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Restaurant Asset Purchase Agreement

"I need a Restaurant Asset Purchase Agreement for the acquisition of a high-end Lagos restaurant chain with 3 locations, including all kitchen equipment, recipes, and brand rights, with the deal scheduled to close by March 2025."

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Document background
The Restaurant Asset Purchase Agreement is a vital legal document used when transferring ownership of restaurant business assets in Nigeria. It is specifically designed to facilitate the sale of restaurant assets while ensuring compliance with Nigerian federal and state regulations, including CAMA 2020, NAFDAC requirements, and local health department regulations. This agreement is essential when a restaurant owner wishes to sell their business assets to another party, whether it's an individual or corporate buyer. The document covers all aspects of the transaction, from asset identification and valuation to regulatory compliance and employee matters. It includes detailed provisions for the transfer of tangible assets (such as equipment and inventory), intangible assets (such as goodwill and intellectual property), and necessary permits and licenses. The agreement also addresses crucial aspects such as environmental compliance, food safety standards, and employee rights under Nigerian labor laws.
Suggested Sections

1. Parties: Identification of the seller and buyer, including complete legal names and addresses

2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Assets: Description of assets being sold and explicit exclusion of any retained assets

5. Purchase Price and Payment Terms: Total consideration, payment structure, and any adjustments

6. Closing: Closing date, conditions precedent, and closing deliverables

7. Seller's Representations and Warranties: Statements about the business, assets, liabilities, and compliance with laws

8. Buyer's Representations and Warranties: Statements about buyer's capacity and authority to enter into the agreement

9. Covenants: Pre-closing and post-closing obligations of both parties

10. Employee Matters: Treatment of employees, transfer of employment contracts, and related liabilities

11. Indemnification: Mutual indemnification provisions and procedures

12. Termination: Circumstances under which the agreement may be terminated and consequences

13. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement

Optional Sections

1. Third-Party Consents: Required when specific third-party approvals are needed for asset transfer

2. Transition Services: Included when seller agrees to provide post-closing operational support

3. Non-Competition: Added when parties agree to restrict seller's future business activities

4. Intellectual Property Rights: Detailed section when significant IP assets are involved

5. Environmental Matters: Extended provisions when environmental issues are significant

6. Bulk Sales Compliance: Required when bulk sale laws apply to the transaction

7. Ongoing Litigation: Added when there are pending legal proceedings

8. Lease Assignment: Required when restaurant premises are leased and assignment is needed

Suggested Schedules

1. Schedule A - Purchased Assets: Detailed inventory of all assets being transferred

2. Schedule B - Excluded Assets: List of assets explicitly excluded from the sale

3. Schedule C - Assumed Contracts: List of contracts being assigned to buyer

4. Schedule D - Permits and Licenses: List of transferable permits and licenses

5. Schedule E - Employee Information: Details of employees, positions, and compensation

6. Schedule F - Equipment List: Detailed inventory of kitchen and restaurant equipment

7. Schedule G - Intellectual Property: List of trademarks, trade names, and other IP assets

8. Schedule H - Inventory: Current inventory of food, beverages, and supplies

9. Appendix 1 - Form of Bill of Sale: Template for the transfer of tangible assets

10. Appendix 2 - Form of Assignment and Assumption Agreement: Template for transfer of contracts and obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



















































Clauses








































Relevant Industries

Food & Beverage

Hospitality

Restaurant & Catering

Food Service

Retail

Small Business

Franchising

Commercial Real Estate

Hospitality Equipment

Food Distribution

Relevant Teams

Legal

Finance

Operations

Compliance

Risk Management

Business Development

Mergers & Acquisitions

Property Management

Due Diligence

Corporate Strategy

Relevant Roles

Business Owner

Restaurant Manager

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Operations Director

Compliance Officer

Financial Controller

Restaurant Franchise Manager

Asset Manager

Property Manager

Risk Manager

Mergers & Acquisitions Director

Due Diligence Specialist

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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