The Non Compete Asset Purchase Agreement is a specialized contract used when acquiring business assets while ensuring the seller cannot compete with the transferred business. Governed by English and Welsh law, this agreement is particularly crucial when the seller's potential competition could significantly impact the value of the purchased assets. It includes detailed provisions on asset transfer, purchase price, warranties, and specifically outlines the scope, duration, and geographical limitations of non-compete restrictions. The document must carefully balance the protection of legitimate business interests with competition law requirements to ensure enforceability.
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1. Parties: Identification of buyer and seller, including registered addresses and company numbers
2. Background/Recitals: Context of the transaction and brief description of the business and assets being purchased
3. Definitions: Key terms used throughout the agreement including Business, Assets, Completion Date, etc.
4. Sale and Purchase: Core transaction terms including purchase price and payment terms
5. Non-Compete Provisions: Detailed restrictions on seller's future business activities, including duration and geographical scope
6. Completion: Mechanics of closing the transaction, including conditions precedent
7. Warranties and Representations: Seller's assurances about the business and assets
8. Indemnities: Protection against specific identified risks
1. Employee Matters: Required if employees are being transferred under TUPE regulations
2. Intellectual Property Rights: Specific provisions for IP transfer when IP assets are significant part of purchase
3. Tax Covenant: Specific tax-related warranties and indemnities for complex transactions with significant tax implications
1. Schedule of Assets: Detailed list of assets being transferred
2. Excluded Assets: List of assets specifically excluded from the sale
3. Form of Assignment Deeds: Templates for transferring specific assets
4. Warranties: Detailed warranties given by the seller
5. Non-Compete Territory: Detailed description of geographical restrictions
6. Completion Requirements: List of documents and actions required at completion
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