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Agreement Of Purchase And Sale Business In Leased Premises
"I need an Agreement of Purchase and Sale Business In Leased Premises for the transfer of my retail clothing store in Vienna, with a purchase price of €450,000 and assumption of the existing 5-year lease, targeting completion by March 2025."
1. Parties: Identification of the seller and purchaser with full legal names, registration numbers, and addresses
2. Background: Context of the transaction, description of the business, and current lease arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including purchase price, payment terms, and what is being purchased
5. Purchase Price and Payment: Detailed breakdown of the purchase price, payment schedule, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Details of when and how the transaction will complete, including completion deliverables
8. Lease Assignment: Terms for the transfer or assignment of the existing lease agreement
9. Assets and Inventory: Description of assets included in the sale and treatment of inventory
10. Employees: Treatment of existing employees and associated obligations
11. Seller's Warranties: Warranties given by the seller regarding the business, assets, and lease
12. Purchaser's Warranties: Warranties given by the purchaser regarding authority and ability to complete the purchase
13. Pre-Completion Obligations: Obligations of both parties between signing and completion
14. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
15. Confidentiality: Provisions regarding confidential information and announcements
16. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller might compete
2. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant business asset
3. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
4. Data Protection: GDPR compliance provisions - include when significant customer/employee data is involved
5. Earn-out Provisions: Future performance-based payments - include when part of purchase price is contingent
6. Third Party Consents: Process for obtaining required consents - include when significant third-party contracts exist
7. Tax Covenant: Specific tax-related warranties and indemnities - include for complex tax situations
8. Pension Schemes: Treatment of existing pension arrangements - include if business has pension schemes
1. Schedule 1 - The Property: Details of the leased premises including floor plans and facilities
2. Schedule 2 - Assets Inventory: Detailed list of all assets included in the sale
3. Schedule 3 - Excluded Assets: List of assets specifically excluded from the sale
4. Schedule 4 - Employees: List of employees with key employment terms
5. Schedule 5 - Lease Terms: Copy or summary of key lease terms and conditions
6. Schedule 6 - Contracts: List of business contracts being transferred
7. Schedule 7 - Intellectual Property: Details of any IP rights included in the sale
8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion
9. Appendix A - Form of Lease Assignment: Draft assignment agreement for the lease
10. Appendix B - Transfer Documents: Forms of various transfer documents required
Authors
Assets
Business
Business Day
Business Records
Completion
Completion Date
Confidential Information
Consideration
Contracts
Cut-Off Date
Data Protection Laws
Effective Date
Employees
Encumbrance
Environmental Laws
Excluded Assets
Excluded Liabilities
Execution Date
Financial Statements
Fixtures and Fittings
Goodwill
Governing Law
Intellectual Property Rights
Inventory
Landlord
Lease
Lease Assignment
Leased Premises
Liabilities
License
Long Stop Date
Material Adverse Change
Material Contracts
MRG
Parties
Permits
Property
Purchase Price
Purchaser
Relevant Authority
Seller
Stock
Taxation
Third Party Consents
Transaction
Transfer Date
UGB
VAT
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Lease Assignment
Property Transfer
Asset Transfer
Inventory
Employee Transfer
Intellectual Property
Warranties
Representations
Indemnification
Tax Matters
Environmental Compliance
Regulatory Compliance
Business Licenses
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Third Party Consents
Handover Procedures
Transition Services
Insurance
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Severability
Entire Agreement
Amendments
Counterparts
Pre-Completion Obligations
Post-Completion Obligations
Landlord Consent
Business Continuity
Working Capital Adjustment
Completion Mechanics
Risk Transfer
Termination Rights
Remedies
Retail
Hospitality
Professional Services
Food and Beverage
Healthcare
Beauty and Wellness
Manufacturing
Technology
Entertainment
Education and Training
Automotive
Fashion and Apparel
Consulting Services
Financial Services
Legal
Finance
Operations
Human Resources
Compliance
Real Estate
Risk Management
Business Development
Mergers & Acquisitions
Property Management
Commercial
Chief Executive Officer
Business Owner
Commercial Director
Legal Counsel
Chief Financial Officer
Operations Manager
Property Manager
Business Development Manager
Compliance Officer
Human Resources Director
Finance Manager
Business Broker
Commercial Lawyer
Real Estate Manager
Risk Manager
Acquisitions Manager
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