The Corporate Purchase Agreement is the primary transaction document used when acquiring or selling a business in England and Wales. It's essential for both asset purchases and share acquisitions, providing comprehensive coverage of all aspects of the transaction. This agreement typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, and completion requirements. It's designed to protect both parties' interests while ensuring compliance with English law requirements for corporate transactions.
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1. Parties: Identification and details of the contracting parties including registered offices and company numbers
2. Background/Recitals: Context and purpose of the agreement, including brief description of the transaction
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being purchased and conditions precedent
5. Purchase Price and Payment Terms: Consideration, payment structure, adjustments, and payment mechanics
6. Completion: Timing, location, and mechanics of completion including actions required
7. Warranties and Representations: Seller's statements of fact about the business/assets being purchased
8. Limitations on Liability: Caps, time limits, and exclusions on warranty claims and other liabilities
9. Confidentiality: Obligations regarding confidential information and announcements
10. Governing Law and Jurisdiction: Application of English and Welsh law and jurisdiction of courts
1. Employee Provisions: TUPE provisions and employee-related warranties when staff are transferring
2. Tax Covenant: Protection against pre-completion tax liabilities in share purchase scenarios
3. Non-compete Provisions: Restrictions on seller's future activities and protection of goodwill
4. Data Protection: Provisions dealing with transfer of personal data and GDPR compliance
5. Post-Completion Obligations: Ongoing obligations after completion including transition services
1. Schedule 1 - Properties: Details of real estate assets included in sale including leases
2. Schedule 2 - Intellectual Property: List of IP rights being transferred including registrations
3. Schedule 3 - Employees: Details of transferring employees including terms and conditions
4. Schedule 4 - Warranties: Detailed warranties given by seller covering all aspects of the business
5. Schedule 5 - Completion Obligations: Detailed list of actions required at completion by each party
6. Schedule 6 - Form of Tax Deed: Standard form tax covenant for protection against historic tax liabilities
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