The Sale of Business Contract is a crucial document used when transferring ownership of a business entity in England and Wales. This comprehensive agreement outlines all aspects of the transaction, including purchase price, assets transferred, employee considerations, and ongoing obligations. It's essential for protecting both parties' interests and ensuring compliance with UK legislation. The contract typically includes detailed warranties, indemnities, and specific provisions tailored to the business being sold. When properly structured, this document helps minimize post-completion disputes and provides clarity on each party's rights and obligations.
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1. Parties: Details of buyer and seller, including registered addresses and company numbers
2. Background/Recitals: Context of the sale and brief description of the business being sold
3. Definitions: Key terms used throughout the agreement including relevant legislation references
4. Sale and Purchase: Core transaction terms including purchase price and payment terms
5. Completion: Details of when and how the sale will complete, including conditions precedent
6. Warranties: Seller's assurances about the business, incorporating Companies Act and other statutory requirements
7. Indemnities: Specific protections against identified risks and statutory liabilities
8. Restrictive Covenants: Non-compete and non-solicitation provisions in compliance with Competition Act requirements
1. Employee Provisions: TUPE-related provisions and employee transfer requirements under Transfer of Undertakings Regulations 2006
2. Property Provisions: Transfer of property rights and obligations under Land Registration Act 2002 and related legislation
3. Intellectual Property: Transfer of IP rights under relevant IP legislation including Trade Marks Act 1994 and Copyright, Designs and Patents Act 1988
4. Data Protection: Provisions for handling personal data in compliance with Data Protection Act 2018 and UK GDPR
1. Assets Schedule: Detailed list of assets included in sale, categorized according to Sale of Goods Act requirements
2. Excluded Assets Schedule: List of assets explicitly excluded from sale
3. Employee Information: Details of transferring employees and associated TUPE obligations
4. Property Schedule: Details of real estate assets and associated rights/obligations
5. Intellectual Property Schedule: Comprehensive list of IP rights being transferred
6. Warranties Schedule: Detailed warranties given by seller, including statutory compliance confirmations
7. Completion Obligations: List of actions required at completion including statutory filings
8. Disclosure Letter: Seller's disclosures against warranties, including statutory compliance matters
Relevant legal definitions
Accounts
Agreed Form
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contract
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Goodwill
Group
Intellectual Property Rights
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Property
Purchase Price
Records
Seller's Group
Seller's Solicitors
Taxation
Tax Authority
TUPE
Warranties
Working Capital
Agreed Form
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contract
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Goodwill
Group
Intellectual Property Rights
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Property
Purchase Price
Records
Seller's Group
Seller's Solicitors
Taxation
Tax Authority
TUPE
Warranties
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Tax Warranties
Indemnities
Restrictive Covenants
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
TUPE Provisions
Property Transfer
Intellectual Property Rights
Data Protection
Assignment
Force Majeure
Announcements
Notices
Further Assurance
Costs
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Good Faith
Business Assets
Liabilities Assumption
Working Capital Adjustment
Accounts and Financial Statements
Material Contracts
Change of Control
Environmental Matters
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Tax Warranties
Indemnities
Restrictive Covenants
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
TUPE Provisions
Property Transfer
Intellectual Property Rights
Data Protection
Assignment
Force Majeure
Announcements
Notices
Further Assurance
Costs
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Good Faith
Business Assets
Liabilities Assumption
Working Capital Adjustment
Accounts and Financial Statements
Material Contracts
Change of Control
Environmental Matters
Relevant Industries
Relevant Teams
Relevant Roles
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