The Business Buy And Sell Agreement is a crucial document used in Nigerian business transactions when transferring ownership of a business entity from one party to another. It is essential for both small and large business transfers in Nigeria, requiring compliance with local regulations including the Companies and Allied Matters Act (CAMA) 2020, tax laws, and employment legislation. The document comprehensively covers all aspects of the transaction, from initial sale terms to post-completion obligations, and is particularly important in protecting both parties' interests while ensuring regulatory compliance. The agreement must be structured to accommodate Nigerian business practices while providing adequate protection for both buyer and seller, including necessary provisions for due diligence, warranties, and indemnities specific to the Nigerian business environment.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and payment method
6. Conditions Precedent: Conditions that must be met before the sale becomes binding
7. Completion: Details of when, where, and how the transfer will be completed
8. Seller's Warranties: Warranties regarding the business, assets, liabilities, and operations
9. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the purchase
10. Assets and Liabilities: Detailed description of what is included and excluded from the sale
11. Employee Matters: Treatment of employees and related liabilities post-completion
12. Confidentiality: Obligations regarding confidential information
13. Post-Completion Obligations: Ongoing obligations after the sale is completed
14. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
15. Execution: Signature blocks and execution formalities
1. Non-Compete Clause: Restrictions on seller's future business activities - include when seller might compete
2. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant asset
3. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
4. Property Matters: Specific provisions for real estate - include when property is part of sale
5. Third Party Consents: Requirements for third party approvals - include when key contracts require consent
6. Earn-out Provisions: Structure for additional payments based on performance - include when price includes contingent payments
7. Tax Covenant: Specific tax-related warranties and indemnities - include for complex tax situations
8. Transition Services: Post-completion support from seller - include when operational handover is complex
1. Schedule 1: Business Assets: Detailed inventory of all tangible and intangible assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Properties: Details of any real estate included in the sale
4. Schedule 4: Intellectual Property: List of all IP rights, registrations, and applications
5. Schedule 5: Employee Information: List of employees, their roles, and key employment terms
6. Schedule 6: Material Contracts: List of important business contracts being transferred
7. Schedule 7: Warranties: Detailed warranties given by the seller
8. Schedule 8: Completion Requirements: Detailed list of actions and documents required at completion
9. Appendix A: Form of Transfer Instruments: Templates for various transfer documents required
10. Appendix B: Required Consents: List of third-party consents needed for the transfer
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