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Acquisition Purchase Agreement
"I need an Acquisition Purchase Agreement for purchasing a manufacturing business in Victoria, with completion scheduled for March 2025 and including specific provisions for equipment transfers and key employee retention."
1. Parties: Identification of buyer, seller, and any guarantors with full legal names and details
2. Background: Recitals explaining the context of the transaction and brief description of the business being acquired
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration, payment terms, and adjustment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-completion Obligations: Parties' obligations between signing and completion, including business conduct requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Warranties and Representations: Seller's warranties about the business, assets, and liabilities
10. Limitations on Claims: Restrictions on warranty claims including time limits and financial thresholds
11. Tax Indemnities: Specific indemnities relating to tax liabilities and obligations
12. Confidentiality and Announcements: Obligations regarding confidential information and public communications
13. Post-completion Obligations: Ongoing obligations after completion including transition arrangements
14. Restraint of Trade: Non-compete and non-solicitation provisions
15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Seller Financing: Include when part of the purchase price is being paid through vendor financing
2. Earn-out Provisions: Include when the deal includes performance-based additional payments
3. Employee Matters: Include when specific employee transfer or retention arrangements are required
4. Intellectual Property Rights: Include when IP transfer or licensing is a significant component
5. Real Property: Include when real estate assets are a significant part of the transaction
6. Environmental Matters: Include for businesses with significant environmental risks or obligations
7. Parent Company Guarantee: Include when parent company guarantees are required
8. Break Fee: Include when there are break fee arrangements
9. Working Capital Adjustment: Include when there's a post-completion working capital adjustment mechanism
1. Schedule 1 - Assets: Detailed list of assets being transferred
2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule 3 - Warranties: Detailed warranties given by the seller
4. Schedule 4 - Properties: Details of real property owned or leased
5. Schedule 5 - Intellectual Property: List of IP rights being transferred
6. Schedule 6 - Material Contracts: Key contracts being transferred or requiring consent
7. Schedule 7 - Employees: List of employees and their key employment terms
8. Schedule 8 - Completion Deliverables: Documents and items to be delivered at completion
9. Schedule 9 - Permitted Encumbrances: List of permitted liens and encumbrances
10. Appendix A - Form of Transfer Documents: Pro forma transfer instruments and notices
11. Appendix B - Disclosure Letter: Seller's disclosures against the warranties
Authors
Accounts
Accounts Date
Adjustment Amount
Agreed Form
Assets
Associate
ASX
ASIC
Authorisation
Base Purchase Price
Business
Business Day
Business Records
Claim
Completion
Completion Date
Completion Time
Conditions Precedent
Confidential Information
Consideration
Control
Corporations Act
Data Room
Disclosure Letter
Disclosure Materials
Duty
Effective Date
Employees
Encumbrance
Environmental Law
Environmental Licence
Environmental Matter
Excluded Assets
Excluded Liabilities
Financial Indebtedness
Financial Year
FIRB
FIRB Approval
GST
GST Act
Guarantee
Guarantor
Intellectual Property Rights
Key Contracts
Key Employees
Liabilities
Limitation Period
Loss
Material Adverse Change
Material Contracts
Notice
Parent Company
Permitted Encumbrance
Purchase Price
Real Property
Related Body Corporate
Related Party
Relevant Interest
Representatives
Restraint Area
Restraint Period
Sale Interest
Security Interest
Seller Group
Seller Warranties
Shares
Subsidiary
Target Company
Tax
Tax Act
Tax Authority
Tax Claim
Tax Law
Third Party
Third Party Claim
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Working Capital Adjustment
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Purchase Price Adjustments
Conditions Precedent
Pre-completion Obligations
Conduct of Business
Access Rights
Completion Mechanics
Completion Obligations
Post-completion Adjustments
Warranties
Representations
Tax Indemnities
General Indemnities
Limitations on Claims
Insurance
Intellectual Property
Confidentiality
Public Announcements
Data Protection
Employee Matters
Pensions
Property
Environmental Matters
Competition Law
Restraint of Trade
Non-competition
Non-solicitation
Further Assurance
Assignment
Costs
Notices
Set-off
Force Majeure
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Guarantee
Parent Company Obligations
Break Fee
Escrow Arrangements
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Mining
Agriculture
Financial Services
Construction
Education
Hospitality
Transportation
Energy
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Risk & Compliance
Business Development
Executive Leadership
Company Secretariat
Treasury
Integration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Mergers & Acquisitions Lawyer
Commercial Director
Business Development Manager
Investment Banker
Corporate Finance Manager
Due Diligence Manager
Transaction Advisory Manager
Company Secretary
Legal Counsel
Finance Director
Risk Manager
Tax Director
Integration Manager
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