The Business Buy Sell Agreement is a crucial legal document used in New Zealand when transferring ownership of a business from one party to another. It is essential for both small business transactions and larger corporate acquisitions, providing a legally binding framework that protects both buyer and seller interests. The agreement must comply with New Zealand legislation, including the Contract and Commercial Law Act 2017, Companies Act 1993, and relevant tax laws. It typically includes detailed provisions about the business assets being transferred, purchase price and payment terms, warranties and representations, employee arrangements, and post-sale obligations. This type of agreement is particularly important as it helps prevent future disputes by clearly documenting all aspects of the transaction and ensures all necessary legal requirements for business transfer in New Zealand are met.
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1. Parties: Identification of the seller and purchaser with full legal names and details
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase the business, including the assets being transferred
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for completion of the sale
9. Post-Completion Obligations: Obligations after completion, including transitional arrangements
10. Warranties: Seller's warranties about the business and its assets
11. Limitations on Claims: Limitations on warranty claims and other liability
12. Restraint of Trade: Non-compete and non-solicitation provisions
13. Confidentiality: Obligations regarding confidential information
14. GST: GST treatment of the transaction
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Employee Matters: Required if employees are being transferred - details treatment of employees
2. Property Lease Assignment: Required if business premises are leased - covers assignment of lease
3. Intellectual Property: Required if significant IP assets are involved - details IP transfer
4. Stock: Required if trading stock is significant - details stock taking and valuation
5. Earn-out Provisions: Optional section for deals involving performance-based payments
6. Vendor Finance: Required if seller is providing financing - details payment terms
7. Third Party Consents: Required if key contracts or licenses need third party approval
8. Environmental Matters: Required for businesses with environmental considerations
1. Schedule 1 - 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 - Contracts: List of business contracts being assigned or novated
4. Schedule 4 - Employees: Details of employees and their employment terms
5. Schedule 5 - Intellectual Property: Details of IP rights being transferred
6. Schedule 6 - Properties: Details of any real property or leases
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Purchase Price Adjustments: Methodology for adjusting the purchase price
9. Appendix A - Completion Checklist: List of actions required for completion
10. Appendix B - Form of Transfer Documents: Pro forma transfer documents to be used at completion
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Transportation
Education
Real Estate
Financial Services
Media and Entertainment
Mining and Resources
Wholesale Trade
Relevant Teams
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Business Development
Commercial Operations
Due Diligence
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Broker
Mergers & Acquisitions Manager
Commercial Director
Company Secretary
Business Development Manager
Risk Manager
Compliance Officer
Due Diligence Manager
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