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1. Parties: Identification of the vendor, purchaser, and any guarantors
2. Background: Context of the transaction, description of the business and premises
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business, including the assets being transferred
5. Purchase Price: Purchase price, payment terms, deposits, and adjustments
6. Pre-Completion Obligations: Obligations of both parties before completion, including due diligence and business operation requirements
7. Conditions Precedent: Conditions that must be satisfied before completion occurs
8. Lease Assignment: Terms regarding the assignment or transfer of the existing lease
9. Completion: Completion date, obligations, and mechanics
10. Post-Completion Obligations: Obligations after completion, including handover and transition
11. Warranties and Representations: Vendor's warranties about the business and purchaser's warranties
12. Restraint of Trade: Non-compete and non-solicitation provisions
13. Employee Matters: Treatment of employees and related liabilities
14. Confidentiality: Confidentiality obligations regarding the transaction and business information
15. Default and Termination: Consequences of default and termination rights
16. Dispute Resolution: Process for resolving disputes
17. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Intellectual Property Assignment: Detailed provisions for IP transfer, used when the business has significant IP assets
2. Stock: Specific provisions for valuation and transfer of stock, used for retail businesses
3. Third Party Consents: Requirements for obtaining third party consents, used when key contracts require consent for assignment
4. Franchise Provisions: Special provisions for franchise businesses, used when the business is a franchise
5. Equipment Lease Assignment: Provisions for assignment of equipment leases, used when equipment is under lease
6. Training and Handover: Detailed training requirements, used when business operation requires specific expertise
7. Earn-out Provisions: Structure for additional payments based on future performance, used when price includes performance-based components
1. Schedule 1 - Assets List: Detailed list of all assets included in the sale
2. Schedule 2 - Lease Details: Copy or details of the premises lease
3. Schedule 3 - Excluded Assets: List of assets specifically excluded from the sale
4. Schedule 4 - Employee Details: List of employees and their employment terms
5. Schedule 5 - Contracts: List of business contracts being assigned
6. Schedule 6 - Warranties: Detailed warranties given by the vendor
7. Schedule 7 - Financial Statements: Recent financial statements of the business
8. Schedule 8 - Inventory: Stock inventory and valuation method
9. Appendix A - Due Diligence Checklist: Checklist of due diligence items to be reviewed
10. Appendix B - Handover Checklist: List of items and tasks for business handover
11. Appendix C - Form of Lease Assignment: Template document for lease assignment
Accounts
Agreed Form
Assets
Assignment Date
Business
Business Day
Business Hours
Business Name
Business Records
Completion
Completion Date
Conditions Precedent
Confidential Information
Contracts
Customer Database
Deposit
Due Diligence Period
Effective Date
Employees
Encumbrance
Equipment
Excluded Assets
Excluded Liabilities
Existing Lease
Financial Records
Fixtures and Fittings
Goodwill
GST
Guarantor
Handover Period
Intellectual Property
Inventory
Landlord
Landlord's Consent
Lease
Lease Assignment
Leased Premises
Liabilities
License
Material Adverse Change
Material Contracts
Outstanding Amounts
Permitted Encumbrances
Purchase Price
Purchaser
Related Entity
Restraint Area
Restraint Period
Stock
Stock Value
Taxation
Third Party Consent
Transfer Date
Transferred Employees
Transition Period
Vendor
Vendor's Warranties
Working Capital
Purchase Price
Payment Terms
Deposit
Lease Assignment
Due Diligence
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Assets Transfer
Stock Transfer
Employee Transfer
Business Records
Intellectual Property
Warranties and Representations
Indemnities
Restraint of Trade
Confidentiality
Privacy
GST
Taxation
Third Party Consents
Landlord Consent
Handover and Training
Business Operations
Customer Contracts
Equipment Transfer
Liability and Risk
Insurance
Default
Termination
Force Majeure
Dispute Resolution
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Costs
Time of Essence
Further Assurance
Retail
Hospitality
Professional Services
Food and Beverage
Healthcare
Beauty and Personal Care
Automotive
Manufacturing
Technology
Education and Training
Fitness and Recreation
Entertainment
Construction
Real Estate
Consulting
Legal
Finance
Operations
Compliance
Risk Management
Property Management
Business Development
Mergers & Acquisitions
Due Diligence
Corporate Services
Commercial
Business Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Commercial Lawyer
Property Lawyer
Business Broker
Real Estate Agent
Financial Controller
Operations Manager
Business Development Manager
Compliance Officer
Risk Manager
Property Manager
Company Secretary
Accountant
Due Diligence Officer
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