The Agreement To Buy a Business is essential when acquiring an operational business in England and Wales. It's commonly used for both asset purchases and share transfers, providing comprehensive coverage of the transaction's commercial and legal aspects. The agreement includes crucial details about what is being bought, the purchase price, payment terms, and various warranties and indemnities. It's particularly important for ensuring compliance with UK business transfer regulations, protecting both parties' interests, and managing risks associated with the transfer of employees, assets, and liabilities.
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Key Requirements PROMPT example:
Agreement To Buy A Business
"I need an Agreement To Buy A Business for purchasing a small manufacturing company with 25 employees and machinery assets, with completion planned for March 2025, and I need strong warranties around environmental compliance and equipment maintenance."
1. Parties: Details of buyer and seller, including registered addresses and company numbers
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and what is being purchased
5. Completion: Details of when and how the sale will complete
6. Warranties: Seller's assurances about the business
7. Indemnities: Protection against specific identified risks
1. Employee Provisions: TUPE implications and employee transfer terms - use when employees are being transferred
2. Property Provisions: Transfer of property rights and leases - use when real estate is involved
3. Intellectual Property: Transfer of IP rights - use when significant IP assets exist
4. Non-Compete Provisions: Restrictions on seller's future activities - use when protecting goodwill is crucial
1. Asset Register: Detailed list of assets being transferred
2. Property Schedule: Details of all properties owned or leased
3. Employee Information: List of employees and their terms
4. Intellectual Property Schedule: Details of all IP rights
5. Warranties Schedule: Detailed warranties given by seller
6. Completion Requirements: List of documents required at completion
Authors
Relevant legal definitions
Accounts
Agreed Form
Assets
Business
Business Day
Business Information
Claim
Completion
Completion Date
Confidential Information
Consideration
Contract
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Inventory
Law
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permits
Properties
Purchase Price
Seller's Group
Seller's Solicitors
Subsidiary
Tax
Tax Authority
Tax Covenant
TUPE
Warranties
Working Capital
Agreed Form
Assets
Business
Business Day
Business Information
Claim
Completion
Completion Date
Confidential Information
Consideration
Contract
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Inventory
Law
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permits
Properties
Purchase Price
Seller's Group
Seller's Solicitors
Subsidiary
Tax
Tax Authority
Tax Covenant
TUPE
Warranties
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Tax Covenants
Employee Matters
TUPE Provisions
Property Transfer
Asset Transfer
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Books and Records
Assignment
Force Majeure
Entire Agreement
Notices
Further Assurance
Costs
Severability
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Announcements
Survival of Obligations
Amendments
Waiver
Insurance
Due Diligence
Business Contracts
Regulatory Compliance
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Tax Covenants
Employee Matters
TUPE Provisions
Property Transfer
Asset Transfer
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Books and Records
Assignment
Force Majeure
Entire Agreement
Notices
Further Assurance
Costs
Severability
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Announcements
Survival of Obligations
Amendments
Waiver
Insurance
Due Diligence
Business Contracts
Regulatory Compliance
Relevant Industries
Relevant Teams
Relevant Roles
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