Sale Of Business As A Going Concern Agreement Template for England and Wales

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Key Requirements PROMPT example:

Sale Of Business As A Going Concern Agreement Template

I need a Sale Of Business As A Going Concern Agreement Template for selling my medium-sized manufacturing business to a larger corporation, including specific provisions for specialized machinery and ongoing supplier relationships, with completion planned for March 2025.

Document background
The Sale Of Business As A Going Concern Agreement Template is designed for use under English and Welsh law when transferring an operational business from one party to another while maintaining its functionality and value. This document is essential when selling a business that will continue to operate under new ownership, ensuring all aspects of the transfer are properly documented and legally compliant. It addresses crucial elements such as asset transfer, employee rights under TUPE, existing contracts, intellectual property, and ongoing business relationships. The agreement protects both parties' interests while ensuring business continuity throughout the transfer process.
Suggested Sections

1. Parties: Details of seller and buyer entities, including registered offices and company numbers

2. Background: Context of the transaction, nature of the business being sold, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement including Business, Assets, Employees, Completion Date

4. Sale and Purchase: Core transaction terms, purchase price, payment terms, and what is included/excluded from the sale

5. Completion: Timing and mechanics of completion, including conditions precedent and completion obligations

6. Warranties: Seller's representations about the business, assets, employees, and liabilities

7. Indemnities: Specific protections against identified risks and allocation of liabilities

8. Restrictions on Seller: Non-compete and non-solicitation provisions to protect the purchased business

9. Confidentiality: Obligations regarding confidential information and announcements

10. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction

Optional Sections

1. Employee Matters: TUPE provisions, employee arrangements, and consultations requirements when employees are being transferred

2. Property: Transfer of property rights, lease assignments, and related obligations when real estate is involved

3. Intellectual Property: Transfer of IP rights, licenses, and related provisions when significant IP assets exist

4. Post-Completion Obligations: Transitional services arrangements, ongoing commitments, and handover provisions

5. Tax Covenant: Specific tax-related warranties and indemnities for pre-completion tax liabilities

Suggested Schedules

1. Schedule 1 - Assets: Detailed list of tangible and intangible assets being transferred

2. Schedule 2 - Properties: Details of owned and leased properties including terms and conditions

3. Schedule 3 - Employees: List of transferring employees, their terms of employment and benefits

4. Schedule 4 - Intellectual Property: Comprehensive list of IP rights, registrations, and licenses being transferred

5. Schedule 5 - Material Contracts: Key business contracts being transferred including customer and supplier agreements

6. Schedule 6 - Warranties: Detailed warranties covering all aspects of the business

7. Schedule 7 - Completion Requirements: List of documents and actions required at completion from both parties

8. Schedule 8 - Excluded Assets: List of assets specifically excluded from the sale

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Sale of Goods Act 1979: Primary legislation governing the transfer of business assets, including warranties and conditions of sale in business transfers

Companies Act 2006: Regulates corporate aspects including transfer of shares, corporate governance requirements, and registration obligations

Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE): Governs employee rights and obligations during business transfers, including consultation requirements and transfer of employment contracts

Value Added Tax Act 1994: Covers VAT implications of business transfers and special provisions for transfer of going concern under Article 5 VAT Order 1995

Employment Rights Act 1996: Ensures protection of employee rights and regulates employment contract transfers in business sales

Data Protection Act 2018 and UK GDPR: Regulates the transfer of customer and employee data, ensuring privacy compliance during business transfers

Contracts (Rights of Third Parties) Act 1999: Governs third-party rights in existing contracts that may be affected by the business transfer

Competition Act 1998: Addresses merger control considerations and competition law compliance in business sales

Property Law Act 1925: Governs transfer of property rights and lease assignments in business transfers

Financial Services and Markets Act 2000: Applies to transfers involving regulated activities and financial services businesses

Trade Marks Act 1994: Regulates the transfer of trademark rights as part of intellectual property in business sales

Copyright, Designs and Patents Act 1988: Governs the transfer of intellectual property rights including copyrights, designs, and patents

Enterprise Act 2002: Sets merger control thresholds and regulates competition aspects of business transfers

Pensions Act 2004: Regulates the transfer of pension obligations and protections in business sales

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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