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1. Parties: Identification of the seller and purchaser, including complete legal names and registration details
2. Background: Context of the transaction, brief description of the restaurant business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including what is being sold and confirmation of transfer
5. Purchase Price and Payment: Purchase price, payment terms, deposits, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Due Diligence: Buyer's right to investigate the business and related procedures
8. Pre-Completion Obligations: Obligations of both parties between signing and completion
9. Completion: Completion mechanics, timing, and deliverables
10. Business Assets: Detailed description of assets included in the sale
11. Licenses and Permits: Treatment of existing licenses and permits, transfer procedures
12. Employees: Treatment of existing employees, transfer terms, and related obligations
13. Warranties: Seller's warranties regarding the business, assets, and operations
14. Tax Matters: Tax obligations, allocations, and indemnities
15. Post-Completion Obligations: Ongoing obligations after completion, including handover procedures
16. Confidentiality: Confidentiality obligations regarding the transaction and business information
17. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
1. Real Estate: Required if the transaction includes transfer of real estate ownership or lease rights
2. Intellectual Property: Required if the restaurant has valuable trademarks, trade names, or proprietary recipes
3. Multiple Locations: Required if the transaction involves multiple restaurant locations
4. Franchise Arrangements: Required if the restaurant operates under a franchise agreement
5. Environmental Matters: Required if there are significant environmental compliance requirements
6. Non-Compete: Optional restrictions on seller's future business activities
7. Seller's Training Obligations: Optional requirements for seller to provide operational training
8. Earn-out Provisions: Optional provisions for additional payments based on future performance
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 - Employee List: List of all employees, positions, and employment terms
4. Schedule 4 - Contracts: List of all contracts being transferred
5. Schedule 5 - Licenses and Permits: Details of all operational licenses and permits
6. Schedule 6 - Lease Details: Details of premises lease or property ownership
7. Schedule 7 - Inventory: Current inventory of food, beverages, and supplies
8. Schedule 8 - Equipment List: Detailed list of kitchen and restaurant equipment
9. Schedule 9 - Intellectual Property: List of trademarks, recipes, and other IP rights
10. Schedule 10 - Completion Deliverables: List of items to be delivered at completion
Food & Beverage
Hospitality
Restaurant
Food Service
Retail
Commercial Real Estate
Franchising
Small Business
Mergers & Acquisitions
Hospitality Management
Legal
Finance
Mergers & Acquisitions
Corporate Development
Operations
Compliance
Due Diligence
Commercial
Real Estate
Food Safety & Quality
Restaurant Owner
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Mergers & Acquisitions Manager
Business Broker
Commercial Director
Operations Director
Finance Director
Restaurant Manager
Franchise Manager
Property Manager
Compliance Officer
Due Diligence Specialist
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