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Business Buyout Agreement Template for New Zealand

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Key Requirements PROMPT example:

Business Buyout Agreement

"I need a Business Buyout Agreement for the purchase of a software development company in Auckland, with specific provisions for intellectual property transfer and key employee retention, planned for completion by March 2025."

Document background
The Business Buyout 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 all parties involved. The agreement addresses key aspects such as asset or share transfers, purchase price mechanisms, warranties, indemnities, and post-completion obligations, all while ensuring compliance with New Zealand's legal framework, including the Companies Act 1993, Fair Trading Act 1986, and relevant tax legislation. This document is particularly important as it helps prevent future disputes by clearly documenting all terms and conditions of the business sale, including any ongoing obligations or restrictions on the parties involved.
Suggested Sections

1. Parties: Identification of the buyer(s) and seller(s), including full legal names, addresses, and company registration details

2. Background: Context of the transaction, 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 transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Details of the purchase price, payment structure, and any adjustments

6. Completion: Timing and mechanics of completion, including conditions precedent and completion obligations

7. Seller's Warranties: Warranties regarding the business, its assets, liabilities, and operations

8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the transaction

9. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

10. Confidentiality: Provisions regarding confidential information and announcements

11. Restraint of Trade: Non-compete and non-solicitation provisions

12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

Optional Sections

1. Intellectual Property Assignment: Specific provisions for transfer of intellectual property rights, used when IP is a significant business asset

2. Employee Matters: Provisions regarding employee transfers and obligations, included when employees are being transferred

3. Property Lease Assignment: Provisions regarding transfer of property leases, included when business premises are leased

4. Transitional Services: Terms for post-completion assistance from the seller, included when ongoing support is required

5. Earn-out Provisions: Structure for additional payments based on future performance, included when part of purchase price is performance-based

6. Third Party Consents: Provisions regarding obtaining necessary third party approvals, included when specific consents are required

7. Environmental Matters: Specific provisions regarding environmental liabilities, included for businesses with environmental risks

8. Tax Indemnity: Specific tax-related warranties and indemnities, included for complex tax situations

Suggested Schedules

1. Business Assets: Detailed list of all assets included in the sale

2. Excluded Assets: List of assets specifically excluded from the sale

3. Employee Information: Details of employees, their terms of employment, and entitlements

4. Material Contracts: List and copies of important business contracts being transferred

5. Intellectual Property: Details of all IP rights owned or used by the business

6. Properties: Details of any real property owned or leased by the business

7. Warranties: Detailed warranties given by the seller

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Purchase Price Adjustments: Methodology and calculations for any price adjustments

10. Encumbrances: List of all security interests and encumbrances affecting the business

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































Clauses







































Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Hospitality

Healthcare

Construction

Agriculture

Transport and Logistics

Education

Real Estate

Financial Services

Mining and Resources

Media and Entertainment

Wholesale Trade

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Risk and Compliance

Executive Leadership

Business Development

Commercial

Due Diligence

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Business Development Manager

Mergers & Acquisitions Director

Company Secretary

Financial Controller

Business Broker

Commercial Director

Risk Manager

Compliance Officer

Investment Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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