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Simple Business Sale Agreement
"I need a Simple Business Sale Agreement for selling my retail clothing store in Jakarta, with completion planned for March 2025, including inventory transfer and employee transition provisions."
1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the sale and brief description of the business being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the business, including the assets and liabilities included/excluded
5. Purchase Price: Amount payable and payment terms, including any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of when, where and how completion will take place
9. Seller's Warranties: Warranties given by the seller about the business
10. Purchaser's Warranties: Basic warranties given by the purchaser
11. Limitations on Claims: Limitations on warranty claims and other claims under the agreement
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Dispute Resolution: Choice of law and method of resolving disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Employee Matters: Used when employees are being transferred with the business, covering treatment of employees and associated liabilities
2. Intellectual Property: Required when significant IP assets are involved in the sale
3. Property Leases: Needed when the business operates from leased premises that need to be transferred
4. Non-Competition: Include when restricting the seller from competing with the business post-sale
5. Tax Indemnities: Additional tax provisions for more complex transactions
6. Transitional Services: Include when the seller will provide ongoing support post-completion
7. Environmental Matters: Required for businesses with environmental risks or compliance requirements
8. Data Protection: Include when the business handles significant customer or personal data
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Employee Information: Details of all employees and their terms of employment
4. Schedule 4 - Properties: Details of any real property or leases included in the sale
5. Schedule 5 - Intellectual Property: List of all IP rights included in the sale
6. Schedule 6 - Material Contracts: Key contracts being transferred with the business
7. Schedule 7 - Completion Deliverables: List of documents and items to be delivered at completion
8. Schedule 8 - Warranties: Detailed warranties given by the seller
Authors
Agreed Form
Assets
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Disclosed
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
IDR
Intellectual Property Rights
Inventory
Law
Liabilities
Losses
Material Adverse Change
Material Contracts
Parties
Permits
Purchase Price
Purchaser
Related Parties
Seller
Signing Date
Tax
Transaction Documents
Transfer
Warranties
Working Capital
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Transfer of Assets
Transfer of Employees
Transfer of Contracts
Seller's Warranties
Purchaser's Warranties
Indemnification
Tax Matters
Non-Competition
Confidentiality
Employee Matters
Intellectual Property
Property Transfer
Business Contracts
Representations
Restrictive Covenants
Force Majeure
Assignment
Notices
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Waiver
Costs
Further Assurance
Counterparts
Third Party Rights
Insurance
Transitional Services
Announcements
Data Protection
Environmental Matters
Retail
Food and Beverage
Manufacturing
Professional Services
Technology
Distribution
Healthcare
Education
Hospitality
Construction
Real Estate
Agricultural
Transportation
Small-Scale Industries
E-commerce
Consulting Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Operations
Compliance
Risk Management
Business Development
Commercial
Chief Executive Officer
Business Owner
Managing Director
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Company Secretary
Operations Manager
Commercial Director
Investment Manager
Mergers & Acquisitions Manager
Risk Manager
Compliance Officer
Business Broker
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