The Asset Sale Purchase Agreement is a fundamental transaction document used in New Zealand business acquisitions where specific assets rather than shares are being transferred. This agreement is essential when parties wish to select particular assets for purchase while leaving others behind, offering greater flexibility than a share purchase. It must comply with New Zealand legal requirements and commercial practices, including specific provisions for GST treatment, employee transfers under New Zealand employment law, and asset transfer regulations. The document typically includes detailed schedules of assets, purchase price allocation for tax purposes, warranties appropriate to the New Zealand market, and completion mechanics that align with local business practices. It's particularly important for transactions where clear asset identification and risk allocation between parties is crucial.
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1. Parties: Identification of the seller and purchaser, including full legal names and addresses
2. Background: Context of the transaction, including brief description of the business and assets being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement
4. Sale and Purchase: Core agreement to sell and purchase the assets, including any conditions precedent
5. Purchase Price: Amount payable, payment terms, adjustments, and payment mechanics
6. Completion: Timing and mechanics of completion, including actions required by each party
7. Seller's Warranties: Warranties regarding the assets, business, and seller's capacity to sell
8. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority to purchase
9. Pre-Completion Obligations: Obligations of parties between signing and completion, including business conduct
10. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
11. Confidentiality: Obligations regarding confidential information and announcements
12. GST: GST treatment of the transaction and related obligations
13. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
1. Employee Matters: Required when employees are transferring with the business, covering transfer terms and obligations
2. Intellectual Property: Required when significant IP assets are being transferred
3. Property Lease Assignment: Required when leased premises are being transferred as part of the assets
4. Non-Competition: Optional restraint of trade provisions to protect the purchased business
5. Environmental Matters: Required when the assets include land or businesses with environmental considerations
6. Tax Indemnities: Detailed tax provisions required for complex asset sales or where specific tax risks exist
7. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
8. Third Party Consents: Required when material contracts or licenses require consent for transfer
9. Working Capital Adjustment: Required when the price includes adjustments for working capital
10. Overseas Investment Provisions: Required when the purchaser requires OIO approval
1. Asset Schedule: Detailed list and description of all assets being sold
2. Excluded Assets: List of assets specifically excluded from the sale
3. Purchase Price Allocation: Allocation of purchase price across asset categories for tax purposes
4. Encumbrances: List of all security interests and encumbrances affecting the assets
5. Material Contracts: List and copies of key contracts being assigned
6. Employees: List of transferring employees and their key employment terms
7. Intellectual Property: Detailed list of IP assets including registrations and applications
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Form of Transfer Documents: Pro forma transfer documents for specific assets
10. Warranties: Detailed warranties given by the seller regarding the assets
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