The Business Sale Agreement is a comprehensive legal document used when transferring ownership of a business in England and Wales. It is essential for both asset and share sales, detailing everything from purchase price to warranties and indemnities. This agreement is crucial for protecting both parties' interests, ensuring compliance with UK legislation including TUPE regulations, and managing the transfer of employees, assets, and liabilities. The document should be tailored to specific business circumstances while maintaining compliance with English and Welsh legal requirements.
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1. Parties: Details of seller and buyer entities including registered offices and company numbers
2. Background: Context of the sale and description of the business being sold
3. Definitions: Key terms used throughout the agreement including Business, Assets, Employees, etc.
4. Sale and Purchase: Core transaction terms including what is being sold and excluded assets
5. Purchase Price: Consideration, payment terms, adjustments and escrow arrangements
6. Completion: Timing, mechanics and requirements for completion of the sale
7. Warranties: Seller's representations about the business, assets and liabilities
8. Limitations on Claims: Restrictions on warranty claims including time limits and financial thresholds
1. Employee Provisions: TUPE implications, employee consultation requirements and protection of employment terms
2. Property Provisions: Transfer of property interests, assignments of leases and property-related warranties
3. Post-Completion Obligations: Transitional arrangements, non-compete provisions and other ongoing commitments
1. Schedule 1 - Assets: Detailed inventory of assets being transferred including equipment, stock and contracts
2. Schedule 2 - Properties: List and details of any real estate included in the sale
3. Schedule 3 - Employees: List of transferring employees, their terms and any TUPE implications
4. Schedule 4 - Warranties: Comprehensive list of warranties about the business, assets and liabilities
5. Schedule 5 - Intellectual Property: Details of all IP rights being transferred including trademarks, patents and copyright
6. Schedule 6 - Completion Requirements: List of documents and actions required at completion from both parties
Relevant legal definitions
Accounts
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contracts
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Inventory
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Properties
Purchase Price
Seller's Group
Seller's Knowledge
Seller's Warranties
Tax
TUPE
VAT
Working Capital
Working Capital Adjustment
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contracts
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Inventory
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Properties
Purchase Price
Seller's Group
Seller's Knowledge
Seller's Warranties
Tax
TUPE
VAT
Working Capital
Working Capital Adjustment
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnities
Employee Matters
TUPE Provisions
Property Matters
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
VAT
Assignment
Force Majeure
Notices
Entire Agreement
Variation
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
Costs
Announcements
Counterparts
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnities
Employee Matters
TUPE Provisions
Property Matters
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
VAT
Assignment
Force Majeure
Notices
Entire Agreement
Variation
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
Costs
Announcements
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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