The Business Sale Agreement is a crucial legal document used in Nigerian business transactions when one entity wishes to sell its business operations to another. This comprehensive agreement serves as the primary contract governing the sale and purchase of a business, whether it's a share sale or asset sale. It must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and other relevant regulations. The document typically includes detailed provisions about the transaction structure, purchase price, payment terms, warranties, indemnities, employee transfers, and post-completion obligations. It's essential for protecting both parties' interests and ensuring a smooth transition of business ownership while maintaining compliance with Nigerian legal requirements.
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1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including what is being sold and the basic agreement to sell and purchase
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Completion: Timing and mechanics of the completion process, including conditions precedent
7. Seller's Warranties: Warranties regarding the business, assets, liabilities, and other material aspects
8. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
11. Employees: Treatment of employees and related liabilities
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. Boilerplate Provisions: Standard legal provisions including notices, entire agreement, and severability
1. Non-Competition: Restrictions on seller's future business activities - include when seller could potentially compete
2. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant business asset
3. Property Matters: Specific provisions for real estate - include when property is part of the sale
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Tax Covenant: Detailed tax provisions - include for complex tax situations or large transactions
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Parent Company Guarantee: Guarantee from parent company - include when buyer or seller is a subsidiary
8. Foreign Investment Provisions: Specific provisions for foreign buyers - include when buyer is non-Nigerian
1. Schedule 1 - Business Assets: Detailed list of all 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 being transferred
5. Schedule 5 - Employee Information: Details of all employees and their terms of employment
6. Schedule 6 - Material Contracts: List and details of key business contracts
7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion
8. Schedule 8 - Warranties: Detailed warranties given by the seller
9. Schedule 9 - Disclosed Matters: Disclosures against the warranties
10. Appendix A - Completion Accounts: Format and principles for completion accounts
11. Appendix B - Property Documents: Copies of relevant property documentation
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