The Business Buy And Sell Agreement is a crucial document used when transferring ownership of a business under English and Welsh law. It's typically employed when a complete business operation is being sold, whether as an asset sale or share transfer. The agreement covers essential elements including purchase price, payment terms, warranties, employee transfers under TUPE regulations, and post-completion obligations. It's designed to protect both parties' interests while ensuring a smooth transition of business ownership, particularly important in the context of UK business regulations and tax implications.
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1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including scope of assets/business being transferred
5. Purchase Price: Consideration, payment terms, and any adjustments
6. Completion: Process and requirements for closing the transaction
7. Warranties: Seller's representations about the business, assets, and liabilities
8. Limitations on Claims: Restrictions on warranty claims and liability caps
1. Employee Provisions: TUPE implications, employee transfer terms, and related obligations
2. Property Provisions: Transfer of property rights, leases, and related obligations
3. Intellectual Property: Transfer of IP rights, licenses, and related protections
4. Non-Compete Provisions: Restrictions on seller's future activities and protection of business goodwill
1. Schedule 1 - Assets: Detailed list of tangible and intangible assets being transferred
2. Schedule 2 - Properties: Details of any real estate included in the sale
3. Schedule 3 - Employees: List of transferring employees, their terms and conditions
4. Schedule 4 - Intellectual Property: Comprehensive list of IP rights being transferred
5. Schedule 5 - Completion Obligations: Detailed requirements and deliverables for completion
6. Schedule 6 - Warranties: Detailed warranties given by the seller regarding the business
Relevant legal definitions
Agreement
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Inventory
Liabilities
Long Stop Date
Loss
Material Adverse Change
Parties
Permits
Property
Purchase Price
Records
Seller's Knowledge
Subsidiary
Tax
TUPE
Warranties
Working Capital
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Inventory
Liabilities
Long Stop Date
Loss
Material Adverse Change
Parties
Permits
Property
Purchase Price
Records
Seller's Knowledge
Subsidiary
Tax
TUPE
Warranties
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Tax Covenants
Indemnities
Limitations on Claims
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
TUPE Provisions
Intellectual Property
Property Transfer
Asset Transfer
Contracts Assignment
Accounts and Financial Statements
Business Information
Data Protection
Announcements
Force Majeure
Notices
Assignment
Entire Agreement
Severability
Variation
Waiver
Costs
Third Party Rights
Governing Law
Dispute Resolution
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Tax Covenants
Indemnities
Limitations on Claims
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
TUPE Provisions
Intellectual Property
Property Transfer
Asset Transfer
Contracts Assignment
Accounts and Financial Statements
Business Information
Data Protection
Announcements
Force Majeure
Notices
Assignment
Entire Agreement
Severability
Variation
Waiver
Costs
Third Party Rights
Governing Law
Dispute Resolution
Relevant Industries
Relevant Teams
Relevant Roles
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