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Business Sell Agreement
"I need a Business Sale Agreement for selling my small retail clothing store in Auckland, with completion scheduled for March 15, 2025, including inventory and existing lease assignment, but excluding any personal assets."
1. Parties: Identifies and provides full details of the vendor and purchaser
2. Background: Sets out the context of the sale and basic information about the business being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details the assets and liabilities included in the sale and the basis of their transfer
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: Specifies obligations of both parties between signing and completion
8. Completion: Details the completion process, timing, and requirements
9. Vendor Warranties: Lists warranties given by the vendor about the business
10. Purchaser Warranties: Lists warranties given by the purchaser
11. Restraint of Trade: Specifies non-compete and non-solicitation obligations
12. Confidentiality: Governs the treatment of confidential information
13. GST: Addresses GST treatment of the transaction
14. Dispute Resolution: Sets out the process for resolving disputes
15. General Provisions: Contains standard boilerplate clauses
1. Intellectual Property: Required when specific IP assets are being transferred
2. Employee Matters: Required when employees are being transferred to the purchaser
3. Assignment of Contracts: Required when specific contracts need to be assigned to the purchaser
4. Lease Assignment: Required when business premises are leased and the lease is being assigned
5. Vendor Finance: Required when the vendor is providing financing for the purchase
6. Post-Completion Services: Required when the vendor will provide transition services
7. Environmental Matters: Required for businesses with environmental compliance obligations
8. Property Matters: Required when real property is included in the sale
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 - Contracts: List of contracts to be assigned to the purchaser
4. Schedule 4 - Employees: Details of employees and their employment terms
5. Schedule 5 - Intellectual Property: Details of all IP assets included in the sale
6. Schedule 6 - Lease Details: Details of any leases being assigned
7. Schedule 7 - Working Capital Calculation: Method for calculating working capital adjustments
8. Appendix A - Form of Transfer Documents: Templates for various transfer documents
9. Appendix B - Handover Checklist: List of items to be handled during business handover
Authors
Retail
Manufacturing
Professional Services
Hospitality
Technology
Construction
Healthcare
Education
Agriculture
Transportation & Logistics
Real Estate
Financial Services
Media & Entertainment
Mining & Resources
Wholesale Trade
Legal
Finance
Corporate Development
Executive Leadership
Operations
Risk & Compliance
Mergers & Acquisitions
Business Development
Commercial
Due Diligence
Chief Executive Officer
Business Owner
Managing Director
Chief Financial Officer
Corporate Lawyer
Business Broker
Commercial Director
Mergers & Acquisitions Manager
Business Development Manager
Company Secretary
Finance Director
Operations Manager
Legal Counsel
Due Diligence Manager
Risk Manager
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