The Agreement Of Purchase And Sale Business In Leased Premises is a crucial document used in Australian business transactions where a business operating from leased premises is being sold. This agreement is essential when the business sale involves not only the transfer of business assets and operations but also requires the assignment or transfer of an existing lease agreement. The document is designed to comply with Australian federal and state legislation, including the Competition and Consumer Act, relevant state Retail Leases Acts, and other applicable business transfer regulations. It covers all aspects of the transaction, from initial sale agreement to completion and post-completion obligations, including detailed provisions for asset transfer, lease assignment, employee transitions, warranties, and operational handover requirements. This type of agreement is particularly important as it protects both parties' interests while ensuring a smooth transition of business ownership and premises occupation rights.
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1. Parties: Identification of the vendor, purchaser, and any guarantors
2. Background: Context of the transaction, description of the business and premises
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business, including the assets being transferred
5. Purchase Price: Purchase price, payment terms, deposits, and adjustments
6. Pre-Completion Obligations: Obligations of both parties before completion, including due diligence and business operation requirements
7. Conditions Precedent: Conditions that must be satisfied before completion occurs
8. Lease Assignment: Terms regarding the assignment or transfer of the existing lease
9. Completion: Completion date, obligations, and mechanics
10. Post-Completion Obligations: Obligations after completion, including handover and transition
11. Warranties and Representations: Vendor's warranties about the business and purchaser's warranties
12. Restraint of Trade: Non-compete and non-solicitation provisions
13. Employee Matters: Treatment of employees and related liabilities
14. Confidentiality: Confidentiality obligations regarding the transaction and business information
15. Default and Termination: Consequences of default and termination rights
16. Dispute Resolution: Process for resolving disputes
17. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Intellectual Property Assignment: Detailed provisions for IP transfer, used when the business has significant IP assets
2. Stock: Specific provisions for valuation and transfer of stock, used for retail businesses
3. Third Party Consents: Requirements for obtaining third party consents, used when key contracts require consent for assignment
4. Franchise Provisions: Special provisions for franchise businesses, used when the business is a franchise
5. Equipment Lease Assignment: Provisions for assignment of equipment leases, used when equipment is under lease
6. Training and Handover: Detailed training requirements, used when business operation requires specific expertise
7. Earn-out Provisions: Structure for additional payments based on future performance, used when price includes performance-based components
1. Schedule 1 - Assets List: Detailed list of all assets included in the sale
2. Schedule 2 - Lease Details: Copy or details of the premises lease
3. Schedule 3 - Excluded Assets: List of assets specifically excluded from the sale
4. Schedule 4 - Employee Details: List of employees and their employment terms
5. Schedule 5 - Contracts: List of business contracts being assigned
6. Schedule 6 - Warranties: Detailed warranties given by the vendor
7. Schedule 7 - Financial Statements: Recent financial statements of the business
8. Schedule 8 - Inventory: Stock inventory and valuation method
9. Appendix A - Due Diligence Checklist: Checklist of due diligence items to be reviewed
10. Appendix B - Handover Checklist: List of items and tasks for business handover
11. Appendix C - Form of Lease Assignment: Template document for lease assignment
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