The Entity Purchase Buy Sell Agreement is a crucial document used in business acquisitions and sales within England and Wales. It sets out the complete framework for transferring ownership of a business entity, including detailed provisions for valuation, payment terms, warranties, and post-completion obligations. This agreement is essential for protecting both parties' interests and ensuring regulatory compliance with UK legislation. It typically includes comprehensive due diligence findings, risk allocation mechanisms, and specific provisions for business continuity.
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1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the agreement, including details of the target entity
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price, payment mechanisms, and details of assets/shares being transferred
5. Completion: Mechanics and timing of the transaction completion, including completion deliverables
6. Warranties: Seller's representations about the business, its assets, liabilities, and operations
7. Indemnities: Specific protections against identified risks and liabilities
8. Limitations on Liability: Caps, thresholds, and time limits on warranty and indemnity claims
9. Tax Covenant: Specific provisions dealing with tax liabilities and indemnities
10. Boilerplate: Standard contractual provisions including governing law, jurisdiction, and notices
1. Pre-completion Conditions: Conditions that must be satisfied before completion, such as regulatory approvals or third-party consents
2. Post-completion Obligations: Ongoing obligations after completion, including earn-out provisions and transitional arrangements
3. Non-compete Provisions: Restrictions on seller's future activities to protect the purchased business
4. Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other criteria
1. Schedule 1 - Completion Obligations: Detailed list of actions and deliverables required at completion
2. Schedule 2 - Warranties: Comprehensive list of warranties about the business and its operations
3. Schedule 3 - Properties: Details of all real estate owned or leased by the target entity
4. Schedule 4 - Intellectual Property: Schedule of IP rights owned or licensed by the target entity
5. Schedule 5 - Material Contracts: List of key business contracts and their material terms
6. Schedule 6 - Employees: Details of employees, including key terms of employment and benefits
7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions and specific tax warranties
8. Schedule 8 - Completion Accounts: Format and preparation requirements for completion accounts
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