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Offer To Purchase Business Agreement Template
I need an Offer To Purchase Business Agreement Template for acquiring a small technology consulting firm with 15 employees in Manchester, including provisions for transferring software licenses and client contracts, with completion targeted for March 2025.
1. Parties: Identifies and defines the buyer and seller with full legal details
2. Background: Contextual information about the business and reason for sale
3. Definitions: Key terms used throughout the agreement
4. Purchase Price: Detailed breakdown of consideration and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Process and requirements for closing the transaction
7. Warranties and Representations: Seller's assurances about the business
8. Confidentiality: Obligations regarding confidential information
9. Governing Law and Jurisdiction: Specification of applicable law and courts
1. Property Transfer: Details of real estate transfer provisions - include when business includes real property assets
2. Employee Matters: Employment transfer arrangements and TUPE provisions - include when employees are being transferred
3. Intellectual Property: IP rights transfer provisions - include when business owns significant IP assets
4. Post-Completion Obligations: Specific obligations after completion including non-compete provisions - include when ongoing restrictions are required
5. Tax Matters: Specific tax arrangements and allocations - include when complex tax implications exist
1. Schedule 1: Business Assets: Detailed inventory of tangible and intangible assets included in sale
2. Schedule 2: Properties: List and details of real estate assets and leases
3. Schedule 3: Employees: List of transferring employees and their terms of employment
4. Schedule 4: Warranties: Detailed warranties given by seller regarding the business
5. Schedule 5: Intellectual Property: List of IP rights, registrations, and licenses
6. Schedule 6: Material Contracts: Key business contracts being transferred as part of the sale
7. Schedule 7: Completion Obligations: Detailed list of actions required at completion
Authors
Assets
Business
Business Day
Buyer
Completion
Completion Date
Confidential Information
Consideration
Deposit
Due Diligence
Effective Date
Employees
Encumbrance
Execution Date
Goodwill
Intellectual Property Rights
Inventory
Liabilities
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Properties
Purchase Price
Related Parties
Seller
Seller's Group
Seller's Knowledge
Shares
Signing Date
Tax
Territory
Third Party
Transaction
Transfer Date
TUPE
Warranties
Working Capital
Consideration
Payment Terms
Conditions Precedent
Due Diligence
Completion Obligations
Warranties and Representations
Indemnification
Asset Transfer
Employee Matters
TUPE Provisions
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Property Transfer
Assignment
Force Majeure
Termination
Break Fee
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendment and Waiver
Severability
Third Party Rights
Further Assurance
Costs and Expenses
Data Protection
Environmental Matters
Material Contracts
Working Capital Adjustment
Post-Completion Obligations
Interim Period Obligations
Business Continuity
Insurance
Compliance with Laws
Announcements
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