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Buy And Sell Agreement Template for New Zealand

A comprehensive legal document governed by New Zealand law that formalizes the transfer of ownership of assets, property, or business interests from a seller to a buyer. This agreement outlines the terms and conditions of the sale, including purchase price, payment terms, warranties, representations, conditions precedent, and completion requirements. It incorporates relevant provisions from New Zealand legislation, including the Contract and Commercial Law Act 2017 and the Sale of Goods Act 1908, ensuring compliance with local regulatory requirements while protecting both parties' interests throughout the transaction process.

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Buy And Sell Agreement

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What is a Buy And Sell Agreement?

The Buy and Sell Agreement is a fundamental commercial contract used in New Zealand business transactions to facilitate the transfer of assets, property, or business interests between parties. This document is essential when one party wishes to sell and another to purchase specific assets or property, whether in a business-to-business or individual context. The agreement comprehensively addresses all aspects of the transaction, including price, payment terms, warranties, and completion requirements, while ensuring compliance with New Zealand legal requirements including the Contract and Commercial Law Act 2017, Sale of Goods Act 1908, and other relevant legislation. It provides legal protection for both parties and creates certainty around the transaction terms, making it a crucial document for any significant purchase or sale in the New Zealand market.

What sections should be included in a Buy And Sell Agreement?

1. Parties: Identifies and provides full legal details of the buyer and seller

2. Background: Provides context for the agreement and summarizes the transaction intention

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including the asset/property being sold and purchased

5. Purchase Price: Specifies the purchase price, payment terms, and payment method

6. Conditions Precedent: Lists any conditions that must be met before the sale becomes binding

7. Completion: Details of the completion process, including timing and delivery requirements

8. Seller's Warranties: Warranties provided by the seller regarding the asset/property being sold

9. Buyer's Warranties: Warranties provided by the buyer regarding capacity to purchase and funding

10. Default and Termination: Consequences of default and circumstances allowing termination

11. Dispute Resolution: Process for resolving disputes between parties

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

What sections are optional to include in a Buy And Sell Agreement?

1. Due Diligence: Used when buyer requires a due diligence period to investigate the purchase

2. GST: Required when the transaction is subject to GST considerations

3. Employee Matters: Included when the sale involves transfer of employees

4. Intellectual Property: Required when the sale includes transfer of IP rights

5. Restraint of Trade: Used when seller needs to be restricted from competing post-sale

6. Transitional Services: Included when seller will provide ongoing support post-completion

7. Environmental Matters: Required for sales involving properties with environmental considerations

8. Lease Arrangements: Used when the sale involves ongoing lease commitments

What schedules should be included in a Buy And Sell Agreement?

1. Schedule 1 - Asset Schedule: Detailed list and description of all assets included in the sale

2. Schedule 2 - Purchase Price Allocation: Breakdown of purchase price across different asset categories

3. Schedule 3 - Excluded Assets: List of assets specifically excluded from the sale

4. Schedule 4 - Assumed Liabilities: Details of any liabilities being assumed by the buyer

5. Schedule 5 - Form of Transfer Documents: Templates of documents required for transfer of ownership

6. Appendix A - Due Diligence Requirements: Detailed requirements for due diligence if applicable

7. Appendix B - Completion Checklist: List of items to be delivered/completed at settlement

8. Appendix C - Warranties: Detailed warranties beyond those in the main agreement

Authors

Alex Denne

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

Jurisdiction

New Zealand

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions










Clauses


































Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Real Estate

Agriculture

Hospitality

Construction

Healthcare

Transport and Logistics

Mining and Resources

Education

Relevant Teams

Legal

Finance

Commercial

Operations

Procurement

Risk and Compliance

Business Development

Corporate Services

Property Management

Executive Leadership

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Commercial Lawyer

Legal Counsel

Chief Financial Officer

Finance Director

Business Development Manager

Operations Manager

Property Manager

Procurement Manager

Contract Manager

Company Secretary

Risk Manager

Compliance Officer

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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