Business Purchase Agreement (short form warranties)
A business or asset sale is the transfer of the assets which make up a business to the buyer. It is quite different to a share sale, where the entire legal entity which makes up the business – assets and liabilities – are sold. Assets will usually include both tangible (e.g. property, plant and stock) as well as intangible (e.g. goodwill and intellectual property) assets. This template is a simple, short form business purchase agreement which lists the assets being sold as well as those being excluded from the sale.
Business sales can be complex and this template has been specifically drafted to be short form and designed for a relatively simple transaction. Premises have been included but the template anticipates that the relevant transfer deeds, assignments and consents have already been agreed with the buyer and will be executed and delivered as part of the completion process. The template also makes provision for the transfer of all existing employees of the business in accordance with TUPE Regulations. Third party assets, such as assets subject to leasing, rental and hire-purchase agreements are not included in the sale but a commitment is made that reasonable endeavours are made to assign these as soon as reasonably practicable.
Note that this template includes a set of short form, basic warranties, which may need to be extended depending on the transaction in question.
This template does not include a guarantee and most importantly, other than provisions related to VAT, does not include any tax provisions or tax warranties. Independent tax advice must be sought.
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