The Business Asset Purchase Agreement is essential for transactions where a business wishes to sell specific assets rather than shares or the entire business entity. This document, governed by English and Welsh law, is commonly used when buyers want to cherry-pick specific assets without assuming all liabilities of the business. It covers crucial elements including asset identification, valuation, warranties, indemnities, and completion mechanics. The agreement needs careful consideration of various legal aspects including employment (TUPE), property rights, intellectual property, and tax implications. It's particularly important for ensuring clean title to assets and managing transition risks.
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1. Parties: Identifies and defines the buyer and seller entities including registered offices and company numbers
2. Background: Sets out the context of the transaction, including brief description of the business and assets being sold
3. Definitions: Defines all key terms used throughout the agreement including Assets, Business, Completion Date, and Purchase Price
4. Sale and Purchase: Core transaction terms detailing the assets being sold and the agreement to sell and buy
5. Purchase Price: Details of consideration, payment terms, and any adjustments to the purchase price
6. Completion: Timing and mechanics of closing the transaction, including conditions precedent if any
7. Seller's Warranties: Standard warranties about the business, assets, and seller's capacity to sell
8. Limitations on Liability: Caps and restrictions on seller's liability under the warranties and indemnities
9. Confidentiality and Announcements: Provisions regarding confidential information and public statements about the transaction
10. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. Employee Provisions: TUPE-related provisions including employee transfers, consultations, and indemnities
2. Property Provisions: Provisions relating to transfer of real estate assets and associated rights
3. Intellectual Property: Provisions for transfer and licensing of intellectual property rights
4. Post-Completion Obligations: Ongoing commitments after closing including transition services and non-compete provisions
5. Tax Covenant: Specific tax-related warranties and indemnities
1. Schedule 1 - Assets: Detailed list and description of all assets being transferred
2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule 3 - Warranties: Comprehensive list of seller's warranties
4. Schedule 4 - Properties: Details of any real estate included in the sale
5. Schedule 5 - Employees: List of transferring employees and their key employment terms
6. Schedule 6 - Intellectual Property: Schedule of IP rights including registered and unregistered IP
7. Schedule 7 - Completion Obligations: List of actions and documents required at completion
8. Schedule 8 - Form of Transfer Documents: Pro forma transfer documents to be executed at completion
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