The Restaurant Asset Purchase Agreement is a specialized commercial contract used in Malaysia when transferring ownership of restaurant business assets from one party to another. This document is essential when a restaurant owner wishes to sell their business assets without transferring the entire business entity. The agreement is structured to comply with Malaysian commercial law, including the Contracts Act 1950 and relevant food service industry regulations. It typically covers the transfer of physical assets (such as kitchen equipment, furniture, and inventory), operational licenses, permits, and potentially intellectual property rights. The document is particularly important in Malaysia's vibrant food service industry, where restaurant transactions must address specific local requirements, halal certifications, and health department regulations. This agreement provides a clear framework for the transaction while protecting both parties' interests through detailed warranties, representations, and conditions precedent.
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1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the restaurant business and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Assets: Description of assets being purchased and confirmation of transfer
5. Purchase Price: Statement of purchase price, payment terms, and payment mechanism
6. Deposit: Details of any deposit required, when it's payable, and conditions for refund or forfeiture
7. Conditions Precedent: Conditions that must be satisfied before completion of the purchase
8. Pre-Completion Obligations: Obligations of both parties between signing and completion
9. Completion: Details of when, where, and how completion will take place
10. Seller's Warranties: Warranties given by the seller regarding the assets and business
11. Tax Matters: Handling of tax liabilities and obligations
12. Confidentiality: Obligations regarding confidential information
13. Notices: How formal notices under the agreement should be given
14. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
15. Execution: Signature blocks and execution formalities
1. Employee Matters: Required if employees are being transferred as part of the transaction
2. Intellectual Property: Required if specific IP rights (e.g., restaurant name, logos, recipes) are being transferred
3. Post-Completion Obligations: Required if there are specific obligations after completion, such as training or transition support
4. Non-Compete Provisions: Required if seller is to be restricted from competing after the sale
5. Environmental Matters: Required if there are specific environmental concerns or compliance issues
6. Lease Assignment: Required if the restaurant premises lease is being assigned
7. Third Party Consents: Required if specific third-party approvals are needed for the transfer
8. Earn-out Provisions: Required if part of the purchase price is contingent on future performance
9. Indemnification: Required for more complex transactions with specific indemnity requirements
1. Schedule 1: Assets List: Detailed inventory of all assets being purchased, including equipment, furniture, and fixtures
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Inventory: List of current inventory included in the sale
4. Schedule 4: Licenses and Permits: List of all operational licenses and permits related to the restaurant
5. Schedule 5: Employee Information: Details of employees if relevant to the transaction
6. Schedule 6: Intellectual Property: Details of any IP rights being transferred
7. Schedule 7: Contracts: List of contracts being assigned or transferred
8. Schedule 8: Form of Transfer Documents: Templates of any required transfer documents
9. Appendix A: Premises Details: Details of the restaurant premises and any relevant lease information
10. Appendix B: Financial Statements: Relevant financial information about the restaurant business
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