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Buy Sell Agreement For Small Business
"I need a Buy Sell Agreement For Small Business for the sale of my local restaurant business in Jakarta, Indonesia, with specific provisions for transfer of kitchen equipment, recipes, and existing supplier contracts, planned for completion by March 2025."
1. Parties: Identification of the seller and buyer, including complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including what is being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and payment method
6. Conditions Precedent: Conditions that must be met before the sale becomes effective
7. Completion: Details of the completion process, timing, and requirements
8. Seller's Warranties: Warranties provided by the seller regarding the business, assets, and liabilities
9. Buyer's Warranties: Warranties provided by the buyer regarding capacity to purchase and fund the transaction
10. Assets and Liabilities: Detailed description of what is included and excluded in the sale
11. Employee Matters: Treatment of employees and related obligations post-completion
12. Confidentiality: Obligations regarding confidential information
13. Post-Completion Obligations: Ongoing obligations of both parties after completion
14. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
16. Execution: Signature blocks and execution formalities
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller might compete
2. Intellectual Property: Specific provisions for transfer of IP rights - include when business has significant IP assets
3. Real Estate: Provisions relating to property transfer or lease assignment - include when real estate is involved
4. Training and Transition: Terms for seller providing training to buyer - include when specialized knowledge transfer is needed
5. Outstanding Litigation: Handling of ongoing legal matters - include when there are pending legal issues
6. Environmental Matters: Environmental compliance and liabilities - include for businesses with environmental impacts
7. Franchise Obligations: Treatment of franchise agreements - include if business is a franchise
8. Third Party Consents: Process for obtaining required third party approvals - include when significant contracts require consent for transfer
1. Schedule 1 - Business Assets: Detailed inventory of all physical assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Financial Statements: Recent financial statements and management accounts
4. Schedule 4 - Employee Information: List of employees, their roles, and employment terms
5. Schedule 5 - Material Contracts: List and copies of important business contracts
6. Schedule 6 - Intellectual Property: Details of all IP rights owned or used by the business
7. Schedule 7 - Premises: Details of business premises and related leases or titles
8. Schedule 8 - Licenses and Permits: List of all business licenses and permits
9. Appendix A - Completion Checklist: Detailed list of actions required for completion
10. Appendix B - Form of Transfer Documents: Templates for various transfer documents required
Authors
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deed of Transfer
Due Diligence
Effective Date
Employees
Encumbrance
Excluded Assets
Existing Contracts
Financial Statements
Goodwill
Governmental Authority
IDR
Included Assets
Intellectual Property Rights
Inventory
Key Employees
Liabilities
License
Material Adverse Change
Material Contracts
NIB
NPWP
Parties
Permits
Purchase Price
Related Parties
Rupiah
Sale Assets
Seller's Knowledge
Signing Date
Tax
Third Party
Trade Secrets
Transaction
Transfer Documents
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Completion Obligations
Seller Warranties
Buyer Warranties
Asset Transfer
Liability Transfer
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Business Operations
Transition Services
Tax Matters
Insurance
Indemnification
Force Majeure
Assignment
Termination
Notices
Dispute Resolution
Governing Law
Entire Agreement
Amendment
Severability
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Compliance with Laws
Data Protection
Business Licenses
Environmental Compliance
Property Transfer
Inventory
Customer Contracts
Supplier Agreements
Bank Accounts
Business Records
Government Approvals
Registration Requirements
Retail
Food and Beverage
Manufacturing
Professional Services
Technology
Healthcare
Education
Construction
Transportation
Hospitality
Agriculture
E-commerce
Real Estate
Automotive
Tourism
Legal
Finance
Operations
Human Resources
Compliance
Risk Management
Business Development
Commercial
Corporate Secretariat
Investment
Business Owner
CEO
Managing Director
Legal Counsel
Business Development Manager
Financial Controller
Company Secretary
Operations Manager
HR Manager
Commercial Director
Chief Financial Officer
Compliance Officer
Business Broker
Investment Manager
Risk Manager
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