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Business Sell Agreement
I need a Business Sale Agreement for selling my small retail company (valued at £2.5M) to a larger corporate buyer, including transfer of 15 employees and lease assignment for two store locations, with completion planned for March 2025.
1. Parties: Details of the seller and buyer, including registered addresses and company numbers
2. Background: Context of the sale and brief description of the business being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including price and payment terms
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: Required when employees are transferring as part of the sale, including TUPE provisions and employee-related warranties
2. Property Transfer: Details of property transfer arrangements when real estate is included in the sale
3. Intellectual Property: Transfer of IP rights and related provisions when significant IP assets are involved in the sale
1. Schedule 1: The Business: Detailed description of assets, contracts, and elements included in the sale
2. Schedule 2: Properties: List and details of any properties included in the sale
3. Schedule 3: Employees: List of transferring employees and their terms
4. Schedule 4: Warranties: Detailed warranties given by the seller
5. Schedule 5: Completion Obligations: List of actions required at completion
Authors
Agreed Form
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contracts
Disclosure Letter
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
Properties
Purchase Price
Seller's Group
Seller's Knowledge
Seller's Warranties
Tax
Taxation
Transaction Documents
Transfer Date
TUPE
VAT
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Restrictive Covenants
Confidentiality
Employee Matters
TUPE Provisions
Tax Covenants
Property Transfer
Asset Transfer
Intellectual Property
Data Protection
Business Contracts
Insurance
Third Party Rights
Assignment
Entire Agreement
Notices
Force Majeure
Governing Law
Dispute Resolution
Severability
Costs
Announcements
Further Assurance
Counterparts
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