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Purchase Price Agreement for New Zealand

Purchase Price Agreement Template for New Zealand

A Purchase Price Agreement under New Zealand law is a legally binding document that formalizes the terms and conditions of a purchase transaction between parties. This comprehensive agreement details the purchase price, payment terms, conditions precedent, completion requirements, and warranties, while ensuring compliance with New Zealand's Contract and Commercial Law Act 2017 and other relevant legislation. The document incorporates specific provisions for GST treatment, dispute resolution mechanisms, and appropriate safeguards for both parties, tailored to meet the requirements of New Zealand's commercial law framework.

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What is a Purchase Price Agreement?

The Purchase Price Agreement serves as a fundamental legal instrument in New Zealand commercial transactions, used when one party intends to purchase assets, property, or a business from another party. This document is essential in transactions where detailed price structures, payment mechanisms, and completion procedures need to be clearly documented. It ensures compliance with New Zealand's legal requirements, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and Goods and Services Tax Act 1985. The agreement is particularly valuable in complex transactions where the purchase price may be subject to adjustments, involve multiple payment stages, or require specific conditions to be met before completion. It provides comprehensive protection for all parties by clearly defining their rights, obligations, and remedies under New Zealand law.

What sections should be included in a Purchase Price Agreement?

1. Parties: Identifies and provides full legal details of all parties to the agreement

2. Background: Sets out the context and purpose of the agreement, including any relevant history or relationships between the parties

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation

4. Purchase Price and Payment Terms: Specifies the agreed purchase price, payment schedule, and payment methods

5. Conditions Precedent: Lists any conditions that must be satisfied before the agreement becomes fully effective

6. Completion: Details the completion process, including timing, location, and deliverables

7. Warranties and Representations: States the warranties and representations made by each party regarding the transaction

8. GST: Addresses GST treatment of the transaction and related obligations

9. Default and Termination: Specifies events of default and termination rights

10. Confidentiality: Sets out obligations regarding confidential information

11. Dispute Resolution: Establishes the process for resolving disputes

12. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law

13. Execution: Formal execution block for signing by all parties

What sections are optional to include in a Purchase Price Agreement?

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

2. Security Arrangements: Include when there are specific security requirements for the purchase price

3. Intellectual Property: Include when the purchase involves transfer of intellectual property rights

4. Employee Matters: Include when the purchase involves transfer of employees or employment obligations

5. Post-Completion Obligations: Include when there are specific obligations that continue after completion

6. Non-Competition: Include when restraint of trade provisions are required

7. Transition Services: Include when ongoing services are required from the seller post-completion

What schedules should be included in a Purchase Price Agreement?

1. Schedule 1 - Purchase Price Calculation: Detailed breakdown of the purchase price components and calculations

2. Schedule 2 - Assets/Property Description: Comprehensive list and description of assets or property being purchased

3. Schedule 3 - Payment Schedule: Detailed payment terms including installments if applicable

4. Schedule 4 - Completion Checklist: List of all items to be delivered or actions to be taken at completion

5. Schedule 5 - Warranties: Detailed warranties given by the seller

6. Appendix A - Required Forms: Standard forms required for the transaction

7. Appendix B - Due Diligence Results: Summary of due diligence findings if applicable

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

Cost

Free to use
Relevant legal definitions










































Clauses






























Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Professional Services

Agriculture

Mining

Construction

Healthcare

Education

Hospitality

Transportation

Energy

Relevant Teams

Legal

Finance

Procurement

Corporate Development

Risk Management

Compliance

Commercial

Treasury

Tax

Business Development

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Legal Counsel

Corporate Lawyer

Finance Manager

Business Development Manager

Procurement Manager

Contract Manager

Risk Manager

Company Secretary

Transaction Manager

Investment Director

Mergers & Acquisitions Manager

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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