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Buy Sell Agreement Template for New Zealand

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Key Requirements PROMPT example:

Buy Sell Agreement

"I need a Buy Sell Agreement for the purchase of a small retail business in Auckland, including inventory and equipment but excluding the premises lease, with completion planned for March 2025."

Document background
A Buy Sell Agreement is a crucial legal document used in New Zealand business transactions to formalize the sale and purchase of assets or shares between parties. This document is essential when businesses or business owners wish to transfer ownership of assets or shares in a legally binding manner. The agreement must comply with New Zealand legislation, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and other relevant statutes. It typically includes detailed provisions about the transaction structure, purchase price, payment terms, warranties, conditions precedent, and completion requirements. The Buy Sell Agreement serves as the primary transaction document and should be customized based on the specific circumstances of the sale, whether it involves a complete business transfer, partial sale of assets, or share transfer.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and company details if applicable

2. Background: Sets out the context of the agreement and brief description of the transaction

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation

4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Lists any conditions that must be met before the sale becomes binding

7. Completion: Details of the completion process, including timing, location, and requirements

8. Warranties and Representations: Statements of fact and promises made by the seller regarding the subject of sale

9. Liability and Indemnities: Allocation of risks and responsibilities between parties

10. Confidentiality: Obligations regarding confidential information

11. Dispute Resolution: Process for resolving any disputes that may arise

12. General Provisions: Standard contractual provisions including notices, amendments, governing law, etc.

Optional Sections

1. Due Diligence: Detailed provisions for buyer's investigation rights - used when the buyer requires a due diligence period

2. Intellectual Property: Provisions dealing with IP transfer - used when the sale includes intellectual property

3. Employee Matters: Provisions regarding staff transfers - used when the sale includes transfer of employees

4. Real Property: Specific provisions for real estate - used when the sale includes land or buildings

5. Post-Completion Obligations: Ongoing obligations after completion - used when there are continuing obligations

6. Non-Competition: Restrictions on seller's future business activities - used to protect the buyer's interests

7. Transitional Services: Provisions for post-sale support - used when seller will provide ongoing services

8. GST: Detailed GST provisions - used when the transaction has specific GST implications

Suggested Schedules

1. Schedule 1: Asset List: Detailed inventory of all assets included in the sale

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

3. Schedule 3: Warranties: Detailed warranties given by the seller

4. Schedule 4: Encumbrances: List of any existing charges, mortgages, or other encumbrances

5. Schedule 5: Contracts: List of contracts being transferred as part of the sale

6. Schedule 6: Completion Obligations: Detailed list of actions required at completion

7. Appendix A: Form of Transfer Documents: Templates for any required transfer documentation

8. Appendix B: Due Diligence Results: Summary of due diligence findings and any identified issues

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

Agriculture

Healthcare

Real Estate

Hospitality

Construction

Transport and Logistics

Mining and Resources

Education

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk and Compliance

Executive Leadership

Commercial

Business Development

Company Secretariat

Treasury

Relevant Roles

Chief Executive Officer

Managing Director

Business Owner

Chief Financial Officer

Commercial Director

Legal Counsel

Corporate Lawyer

Finance Manager

Business Development Manager

Commercial Manager

Company Secretary

Mergers & Acquisitions Director

Risk Manager

Compliance Officer

Transaction 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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