The Business Sale Offer And Acceptance Agreement is a fundamental document in New Zealand commercial transactions, typically used as the first formal step in documenting a business sale. It is designed to comply with New Zealand's commercial law framework, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and other relevant legislation. This document is utilized when a potential purchaser wishes to make a formal offer to purchase a business, setting out the proposed terms, conditions, and structure of the transaction. It includes essential elements such as price, payment terms, assets and liabilities to be transferred, warranties, and conditions precedent. The agreement can be used for businesses of any size and across all industries, providing a framework for negotiation and, upon acceptance, forming a binding contract subject to any specified conditions. It serves as a crucial tool in protecting both parties' interests and ensuring clarity in the transaction process.
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1. Parties: Identification of the vendor and purchaser, including full legal names, company details, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core agreement to sell and purchase the business, including the basic transaction structure
5. Purchase Price: Total consideration, payment terms, deposit requirements, and adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes unconditional
7. Due Diligence: Terms and timeframe for the purchaser's due diligence investigation
8. Pre-settlement Obligations: Parties' obligations between signing and settlement, including business operation requirements
9. Settlement: Settlement process, timing, and deliverables required from each party
10. Vendor Warranties: Standard warranties about the business, its assets, and operations
11. Purchaser Warranties: Basic warranties from the purchaser, including capacity to purchase
12. Restraint of Trade: Non-compete and non-solicitation provisions binding the vendor
13. Default and Termination: Consequences of default and circumstances allowing termination
14. Confidentiality: Obligations regarding confidential information and announcements
15. GST: GST treatment of the transaction and required declarations
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
17. Execution: Signing provisions and execution blocks
1. Employee Provisions: Required when employees are being transferred, covering employment terms, liabilities, and consultation requirements
2. Lease Assignment: Needed when business premises are leased and the lease is being transferred
3. Intellectual Property: Detailed provisions for businesses with significant IP assets
4. Stock: Specific provisions for dealing with trading stock if significant to the business
5. Transition Services: Required when the vendor will provide post-completion assistance or training
6. Third Party Consents: Needed when material contracts or licenses require consent for transfer
7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
8. Industry-Specific Compliance: Special provisions for regulated industries (e.g., financial services, healthcare)
1. Schedule 1: 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: Liabilities: Details of liabilities being assumed by the purchaser
4. Schedule 4: Contracts: List of business contracts being assigned or novated
5. Schedule 5: Employees: Details of employees, their terms, and entitlements
6. Schedule 6: Intellectual Property: List of IP rights, registrations, and licenses
7. Schedule 7: Premises: Details of business premises and lease terms
8. Schedule 8: Plant and Equipment: Detailed list of plant, equipment, and machinery
9. Schedule 9: Stock: Stock valuation methodology and parameters
10. Appendix A: Due Diligence Requirements: Checklist of required due diligence materials
11. Appendix B: Settlement Checklist: List of items to be delivered or completed at settlement
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