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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.
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
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
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
Assets
Business
Business Day
Completion
Completion Date
Consideration
Contracts
Disclosed
Effective Date
Employees
Encumbrance
Goodwill
Group
Intellectual Property Rights
Inventory
Liabilities
Long Stop Date
Loss
Material Adverse Change
Parties
Permitted Encumbrances
Properties
Purchase Price
Records
Seller's Knowledge
Taxation
Tax Authority
TUPE
Warranties
Working Capital
Business Information
Confidential Information
Current Assets
Current Liabilities
Data Protection Laws
Disclosure Letter
Due Diligence Information
Equipment
Excluded Assets
Excluded Liabilities
Key Employees
Material Contracts
Premises
Restrictive Covenants
Stock
Transferring Employees
VAT
Warranty Claim
Working Capital Adjustment
Purchase Price
Completion
Pre-Completion Obligations
Conditions Precedent
Assets Transfer
Liabilities Assumption
Employee Matters
TUPE Provisions
Property Transfer
Intellectual Property
Contracts Assignment
Warranties
Indemnities
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Business Information
Working Capital Adjustment
Post-Completion Obligations
Transitional Services
Insurance
Third Party Rights
Force Majeure
Notices
Assignment
Entire Agreement
Variation
Severability
Waiver
Costs
Announcements
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
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