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
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
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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