Sale of Business Agreement
SALE OF BUSINESS AGREEMENT, WITH MANAGERS/DIRECTORS
This Agreement is relevant for those business acquisitions where the Vendor is one entity (such as a company) and there are one or more specific key people involved with that entity in running the business, such as directors or managers. In these instances you need to not only deal with the selling of the business, you also need to address other issues such as restraining those key people from starting a new business near the one that has just been sold.
Needless to say, the other party to the Agreement is the entity purchasing the business.
This Agreement has a series of fairly standard terms dealing with
- conditions that must be met before the Agreement becomes unconditional
- a description of the business being sold, such business to be free from all liabilities (encumbrances) at settlement, except for those agreed by the parties
- a breakdown of the purchase price into three segments, firstly for the Goodwill, Contracts, Records of the business, then the Plant and Equipment and finally for the Premises Lease, the Statutory Licenses and the Intellectual Property
- how and when the purchase price will be paid
- how the stock will be valued and by whom
- the procedure to be followed at settlement
- matters dealing with possession, risk, outgoings of the business
- how the debtors and creditors of the business will be dealt with
- indemnities and warranties concerning the business and the assets and records of the business
- a comprehensive clause dealing with any employees of the business, and what their entitlements, if any, will be
- the vendors and specific directors/managers trade restraints after settlement
- our standard terms and conditions concerning such matters as Notices, Definitions, Interpretation, Trusts, Jurisdiction, Counterparts, Amendments, Severance, Complete Agreement, Waiver and Further Agreement are also included