Business Purchase Agreement (short form warranties)

A business or asset sale involves the seller transferring the assets that make up a business to the buyer. This is different from a share sale, where the company itself (including its assets and liabilities) is sold. This short-form Business Purchase Agreement is designed for a relatively straightforward transaction and includes provisions to list the assets being sold and those excluded from the sale.

What does Business Purchase Agreement (short form warranties) do?

It records the terms on which a buyer acquires specified business assets from a seller, and documents the core contractual mechanics for completion.

It also includes a short-form set of basic warranties, which may need to be extended depending on the transaction.

What does Business Purchase Agreement (short form warranties) cover?

• The assets included in the sale and the assets expressly excluded.
• A transaction structure intended for simpler deals, where the main agreement sits alongside separate transfer deeds, assignments and third-party consents to be delivered at completion.
• Provisions anticipating the transfer of employees as part of the business transfer, in line with the TUPE Regulations.
• Treatment of certain third-party assets (for example, assets subject to leasing, rental or hire-purchase arrangements), with an obligation to use reasonable endeavours to procure assignment after completion where applicable.

When should you use Business Purchase Agreement (short form warranties)?

Use this agreement where the buyer is acquiring assets that make up a business (rather than purchasing shares in a company), and the deal is relatively simple in structure.

It may also be suitable where premises are included, but the parties intend to deal with the detailed transfers, assignments and consents through separate documents delivered as part of the completion process.

Key tax point

This template does not include a guarantee and, other than provisions related to VAT, does not include tax provisions or tax warranties. Independent tax advice must be sought.

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