The Transfer Of Business Ownership Agreement is a crucial legal instrument used in Nigerian business transactions when transferring the ownership of a business entity from one party to another. This document is essential when selling or acquiring a business in Nigeria and must comply with various local regulations, including the Companies and Allied Matters Act (CAMA) 2020, tax laws, and employment legislation. The agreement comprehensively covers all aspects of the transfer, including purchase price, asset transfer, assumption of liabilities, employee matters, warranties, and post-completion obligations. It's particularly important in ensuring proper documentation for regulatory bodies such as the Corporate Affairs Commission and Federal Inland Revenue Service, while protecting both parties' interests throughout the transfer process.
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1. Parties: Identifies and provides full details of the transferor (seller) and transferee (buyer)
2. Background: Outlines the context of the transfer, including brief business description and intention to transfer ownership
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core terms of the business transfer, including what is being sold and confirmation of transfer
5. Purchase Price and Payment: Details the agreed purchase price, payment terms, and payment method
6. Completion: Specifies the completion date and actions required at completion
7. Assets and Liabilities: Lists assets being transferred and treatment of liabilities
8. Employee Matters: Addresses the transfer of employees and related obligations
9. Seller's Warranties: Warranties given by the seller regarding the business, assets, and liabilities
10. Buyer's Warranties: Warranties given by the buyer regarding capacity to complete the purchase
11. Tax Matters: Addresses tax liabilities and obligations related to the transfer
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Post-Completion Obligations: Ongoing obligations after completion, including transition support
14. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes
15. Dispute Resolution: Process for resolving disputes between parties
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting market position
2. Intellectual Property: Specific provisions for IP transfer - include when business has significant IP assets
3. Property Matters: Details of property transfer - include when business owns/leases real estate
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Pension Schemes: Treatment of existing pension arrangements - include if company has pension schemes
6. Regulatory Compliance: Specific regulatory requirements - include for heavily regulated industries
7. Third Party Consents: Process for obtaining necessary third-party approvals - include when key contracts require consent
8. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent
1. Schedule 1: Business Assets: Detailed inventory of all tangible and intangible assets being transferred
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the transfer
3. Schedule 3: Employee Information: Details of transferring employees, their terms and conditions
4. Schedule 4: Properties: Details of owned and leased properties included in transfer
5. Schedule 5: Intellectual Property Rights: List of all IP rights being transferred
6. Schedule 6: Material Contracts: Key contracts being transferred as part of the business
7. Schedule 7: Completion Requirements: Detailed list of documents and actions required at completion
8. Appendix A: Form of Transfer Instruments: Templates for various transfer documents required
9. Appendix B: Required Regulatory Approvals: List of regulatory approvals needed for the transfer
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