The Business Sales Agreement is a crucial document used when transferring ownership of a business in New Zealand. It's designed to protect both seller and purchaser by clearly documenting all aspects of the transaction, from purchase price and payment terms to warranties and post-completion obligations. This agreement is essential for any business sale transaction, whether it's a small retail operation or a large manufacturing company. It must comply with New Zealand's legal framework, particularly the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and GST legislation. The document typically includes provisions for due diligence findings, employee transfers, asset schedules, and can be adapted to include specific requirements such as earn-out mechanisms or transition services arrangements.
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1. Parties: Identification and details of the seller and purchaser, including registered addresses and company numbers
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including Business, Assets, Completion Date, Purchase Price, etc.
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Amount, payment terms, deposit requirements, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Seller's obligations in running the business before completion
8. Completion: Process and requirements for completion of the sale
9. Seller's Warranties: Standard warranties about the business, assets, accounts, employees, and operations
10. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority
11. Restraint of Trade: Non-compete and non-solicitation provisions
12. Confidentiality: Obligations regarding confidential information
13. GST: GST treatment of the transaction
14. General Provisions: Standard boilerplate clauses including notices, governing law, dispute resolution
1. Employee Provisions: Used when employees are being transferred - covers treatment of employees, redundancies, and related obligations
2. Intellectual Property: Detailed section required when IP is a significant component of the business being sold
3. Property Lease Assignment: Required when business premises are leased and the lease needs to be assigned
4. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
5. Third Party Consents: Required when material contracts or licenses need third party approval for transfer
6. Environmental Warranties: Required for businesses with potential environmental liabilities
7. Transition Services: Used when the seller will provide post-completion support or services
8. Stock Provisions: Detailed section required when trading stock is a material component of the sale
1. Assets Schedule: Detailed list of assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Contract Schedule: List of material contracts being transferred
4. Employee Schedule: Details of employees, their terms and entitlements
5. Intellectual Property Schedule: List of IP rights, registrations and licenses
6. Property Schedule: Details of owned or leased premises
7. Completion Obligations Schedule: Detailed list of items to be delivered at completion
8. Purchase Price Adjustment Schedule: Methodology for adjusting the purchase price
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Transport and Logistics
Education
Real Estate
Financial Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Commercial
Tax
Compliance
Business Development
Relevant Roles
Chief Executive Officer
Managing Director
Business Owner
Commercial Lawyer
Corporate Lawyer
Chief Financial Officer
Finance Director
Business Development Manager
Mergers & Acquisitions Manager
Company Secretary
General Counsel
Commercial Director
Business Broker
Transaction Advisory Partner
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