The Business Sale Purchase Agreement is a crucial legal document used in Hong Kong business acquisitions and disposals. It serves as the primary transaction document when one party wishes to sell their business operations, assets, or shares to another party. This agreement is essential for both asset sales and share transfers, incorporating specific requirements under Hong Kong law including compliance with the Companies Ordinance, Business Registration Ordinance, and other relevant legislation. The document typically includes detailed provisions covering purchase price mechanisms, warranties, indemnities, pre-completion and post-completion obligations, employee transfers, and asset lists. It's particularly important in Hong Kong's dynamic business environment where cross-border transactions are common and regulatory compliance is strictly enforced.
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1. Parties: Identifies and defines the Seller and Buyer with full legal names and addresses
2. Background: Describes the business being sold and outlines the parties' intention to enter into the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Specifies conditions that must be met before completion can occur
7. Pre-Completion Obligations: Seller's obligations in running the business between exchange and completion
8. Completion: Details of when, where and how completion will take place
9. Warranties: Seller's warranties about the business, assets, and liabilities
10. Tax Indemnity: Seller's indemnities relating to tax liabilities
11. Restrictive Covenants: Non-compete and non-solicitation provisions
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. General Provisions: Standard boilerplate clauses including notices, severance, and governing law
1. Employee Matters: Details about transfer of employees and related obligations - required if employees are being transferred
2. Property: Specific provisions relating to real property - required if business premises are included in sale
3. Intellectual Property: Detailed IP transfer provisions - required if significant IP assets are involved
4. Data Protection: Specific provisions for handling personal data - required if business processes significant personal data
5. Environmental Matters: Environmental warranties and indemnities - required for businesses with environmental risks
6. Debt and Security: Provisions dealing with existing debt and security - required if business has significant debt obligations
7. Earn-out Provisions: Structure for additional payments based on future performance - optional performance-based payment mechanism
8. Group Reorganization: Pre-sale restructuring requirements - needed if seller must reorganize before sale
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Properties: Details of all real property interests included in the sale
4. Intellectual Property Rights: List of all IP rights owned or used by the business
5. Material Contracts: List and copies of key business contracts
6. Employees: Details of all employees including terms of employment
7. Financial Statements: Recent financial statements and management accounts
8. Completion Obligations: Detailed list of documents to be delivered at completion
9. Warranties: Detailed warranties about the business
10. Tax Covenant: Detailed tax indemnity provisions
11. Properties Schedule: Detailed information about real property interests
12. Form of Stock Transfer: Template for stock transfer forms if shares are involved
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