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Agreement Of Purchase And Sale Of Business Assets
"I need an Agreement of Purchase and Sale of Business Assets for acquiring a small manufacturing company with 15 employees, including machinery and IP rights, with completion planned for March 2025, and I need specific provisions for employee transfer and equipment warranties."
1. Parties: Identification of buyer and seller with full legal details
2. Background: Context of the transaction and brief business description
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets being sold
5. Purchase Price: Consideration and payment terms
6. Completion: Timing and mechanics of closing
7. Seller's Warranties: Standard warranties about business and assets
8. Limitations on Liability: Caps and restrictions on warranty claims
1. Employee Matters: Used when employees are transferring with the business
2. Property: Required when real estate assets are included
3. Intellectual Property: When IP assets are significant part of purchase
4. Non-Compete: When restrictions on seller's future activities are required
1. Asset Schedule: Detailed list of assets being transferred
2. Excluded Assets: List of assets explicitly excluded from sale
3. Warranties: Detailed warranties given by seller
4. Property Schedule: Details of any real property included in sale
5. Employee Schedule: List of transferring employees and their terms
6. Intellectual Property Schedule: Details of IP rights being transferred
7. Contracts Schedule: Key contracts being assigned or transferred
Authors
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Fixed Assets
Goodwill
Intellectual Property Rights
Inventory
Law
Liabilities
Losses
Material Adverse Change
Party/Parties
Permits
Purchase Price
Records
Representatives
Seller's Knowledge
Tax/Taxation
Third Party
TUPE
VAT
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
TUPE Provisions
Intellectual Property
Data Protection
Tax Matters
Property Transfer
Contract Assignment
Insurance
Announcements
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
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