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Simple Business Sale Agreement
"I need a Simple Business Sale Agreement for selling my small retail clothing business with 5 employees and inventory worth R2.5 million, with a planned completion date of March 2025, including a 12-month restraint of trade clause for the Johannesburg area."
1. Parties: Identification and details of the Seller and Purchaser, including registration numbers for companies or ID numbers for individuals
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core provision detailing the sale of the business as a going concern and what is included in the sale
5. Purchase Price: The agreed purchase price, payment terms, and payment method
6. Effective Date: The date when ownership and risk transfers to the purchaser
7. Conditions Precedent: Any conditions that must be fulfilled before the agreement becomes fully effective
8. Seller's Obligations: The specific obligations of the seller before and after the effective date
9. Purchaser's Obligations: The specific obligations of the purchaser before and after the effective date
10. Employees: Provisions regarding the transfer of employees under Section 197 of the Labour Relations Act
11. Warranties: Standard warranties given by the seller regarding the business
12. Breach: Consequences of breach and remedies available to the parties
13. Dispute Resolution: Process for resolving disputes between the parties
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, variation, and governing law
1. Restraint of Trade: Restrictions on the seller's ability to compete with the business after sale - include when protecting goodwill is crucial
2. Due Diligence: Process for the purchaser to investigate the business - include for larger or more complex transactions
3. Lease Assignment: Provisions for transferring existing lease agreements - include when business premises are leased
4. Intellectual Property: Specific provisions for transfer of IP rights - include when the business owns significant IP assets
5. Post-Sale Services: Provisions for the seller to provide transition services - include when handover period is needed
6. Environmental Matters: Specific provisions dealing with environmental liabilities - include for businesses with environmental impacts
7. Third Party Consents: Process for obtaining necessary third party approvals - include when key contracts require consent for assignment
1. Schedule 1 - Assets: Detailed list of all tangible and intangible assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Contracts: List of business contracts being transferred to the purchaser
4. Schedule 4 - Employees: List of employees, their positions, and key employment terms
5. Schedule 5 - Liabilities: Detail of liabilities being assumed by the purchaser
6. Schedule 6 - Warranties: Detailed warranties given by the seller regarding various aspects of the business
7. Schedule 7 - Properties: Details of owned or leased properties included in the sale
8. Appendix A - Financial Statements: Recent financial statements of the business
Authors
Retail
Manufacturing
Professional Services
Hospitality
Technology
Construction
Agriculture
Healthcare
Education
Transportation
Real Estate
Food and Beverage
Automotive
Consulting
Small and Medium Enterprises
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk and Compliance
Executive Leadership
Business Development
Operations
Commercial
Company Secretariat
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Financial Director
Business Broker
Mergers & Acquisitions Manager
Commercial Director
Business Development Manager
Company Secretary
Risk Manager
Compliance Officer
Operations Director
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