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Contract For Sale Of Business
"I need a Contract for Sale of Business for my manufacturing company in Johannesburg, with specific provisions for machinery transfer and employee retention, including a 6-month transition period where I'll stay on as a consultant."
1. Parties: Identification of the Seller and Purchaser, including registration numbers for companies or ID numbers for individuals
2. Background: Brief description of the business, reason for sale, and context of the transaction
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale of Business: Core provision detailing the sale and purchase of the business as a going concern
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and payment method
6. Conditions Precedent: Conditions that must be fulfilled before the agreement becomes fully effective
7. Effective Date and Closing: Specification of the effective date and closing requirements
8. Due Diligence: Provisions regarding the buyer's right to investigate the business and related procedures
9. Assets and Liabilities: Detailed provisions regarding the transfer of assets and treatment of liabilities
10. Employee Matters: Provisions regarding the transfer of employees under Section 197 of the LRA
11. Warranties and Representations: Comprehensive warranties by the seller regarding the business
12. Restraint of Trade: Restrictions on the seller's future business activities
13. Handover and Transition: Provisions for business handover and transition period
14. Tax Matters: Treatment of tax liabilities and compliance requirements
15. Dispute Resolution: Procedures for handling disputes between the parties
16. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
17. Signatures: Execution provisions and signature blocks
1. Intellectual Property: Detailed provisions for transfer of intellectual property rights, used when the business has significant IP assets
2. Property Transfer: Specific provisions for transfer of immovable property, required when business premises are included in the sale
3. Lease Assignment: Provisions regarding the assignment of lease agreements, needed when premises are leased
4. Stock and Inventory: Detailed provisions regarding the transfer and valuation of stock, relevant for retail or manufacturing businesses
5. Regulatory Compliance: Special provisions for regulated industries requiring specific licenses or permits
6. Third Party Consents: Provisions regarding obtaining necessary third party consents, used when key contracts require consent for assignment
7. Environmental Matters: Specific provisions regarding environmental liabilities and compliance, relevant for businesses with environmental impacts
8. Information Technology: Provisions regarding transfer of IT systems and licenses, important for technology-dependent businesses
9. Competition Law Compliance: Specific provisions regarding competition law requirements, needed for larger transactions
1. Asset Register: Detailed list of all tangible and intangible assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Employee Information: List of employees with their terms of employment and benefits
4. Contracts and Agreements: List of all business contracts to be assigned or terminated
5. Lease Agreements: Copies or summaries of relevant lease agreements
6. Intellectual Property Register: List of all IP rights including registrations and applications
7. Financial Statements: Recent financial statements and management accounts
8. Liabilities Schedule: Detailed list of all liabilities being transferred or excluded
9. Warranty Schedule: Detailed warranties given by the seller
10. Purchase Price Allocation: Breakdown of purchase price allocation for tax purposes
Authors
Retail
Manufacturing
Professional Services
Technology
Hospitality
Construction
Healthcare
Agriculture
Transportation
Real Estate
Financial Services
Education
Mining
Energy
Telecommunications
Legal
Finance
Human Resources
Operations
Compliance
Risk Management
Tax
Mergers & Acquisitions
Corporate Development
Executive Management
Business Development
Strategy
Commercial
Chief Executive Officer
Managing Director
Business Owner
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Merger & Acquisition Specialist
Company Secretary
Financial Director
Commercial Director
Human Resources Director
Operations Manager
Risk Manager
Compliance Officer
Tax Manager
Business Broker
Investment Banker
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