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The Restaurant Sale Agreement is a vital legal instrument used in Pakistan when transferring ownership of a restaurant business. This document is essential for transactions involving the sale of restaurants, cafes, or similar food service establishments, ensuring a proper legal framework for the transfer of both tangible and intangible assets. It must comply with various Pakistani regulations, including the Transfer of Property Act, 1882, food safety laws, and local municipal requirements. The agreement typically covers the sale of physical assets, equipment, inventory, assignments of leases, transfer of licenses and permits, employee matters, and ongoing business contracts. It may also address intellectual property rights, non-compete provisions, and transition support. The document protects both buyer and seller by clearly defining the terms of sale, responsibilities, and liabilities, while ensuring compliance with Pakistani tax laws and business regulations.

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

2. Background: Brief context about the restaurant business and the parties' intention to enter into the sale transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including the assets being sold and purchase price

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment methods

6. Assets Included in Sale: Comprehensive list of physical assets, equipment, furniture, fixtures, and inventory included in the sale

7. Excluded Assets: Clear specification of any assets that are not included in the sale

8. Liabilities: Assignment or exclusion of existing liabilities and debts

9. Licenses and Permits: Treatment of existing licenses, permits, and their transfer or new applications

10. Due Diligence: Buyer's right to inspect books, records, and premises

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

12. Seller's Representations and Warranties: Seller's assertions about the business, assets, and operations

13. Buyer's Representations and Warranties: Buyer's assertions about their capacity and authority to enter into the agreement

14. Employees: Treatment of existing employees and related liabilities

15. Transition Period: Terms governing the handover period and transition assistance

16. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and relevant jurisdiction

17. Dispute Resolution: Process for resolving disputes between parties

18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability