The Offer To Purchase Business Agreement Template is a crucial document used in business acquisitions under English and Welsh law. It is typically employed when a potential buyer has conducted initial due diligence and wishes to formalize their intention to purchase a business. The document outlines the proposed purchase price, payment structure, conditions for completion, and key warranties, while also addressing the transfer of assets, employees, and liabilities. This agreement serves as the foundation for subsequent negotiations and the final sale agreement, providing both parties with a clear framework for the transaction.
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1. Parties: Identifies and defines the buyer and seller with full legal details
2. Background: Contextual information about the business and reason for sale
3. Definitions: Key terms used throughout the agreement
4. Purchase Price: Detailed breakdown of consideration and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Process and requirements for closing the transaction
7. Warranties and Representations: Seller's assurances about the business
8. Confidentiality: Obligations regarding confidential information
9. Governing Law and Jurisdiction: Specification of applicable law and courts
1. Property Transfer: Details of real estate transfer provisions - include when business includes real property assets
2. Employee Matters: Employment transfer arrangements and TUPE provisions - include when employees are being transferred
3. Intellectual Property: IP rights transfer provisions - include when business owns significant IP assets
4. Post-Completion Obligations: Specific obligations after completion including non-compete provisions - include when ongoing restrictions are required
5. Tax Matters: Specific tax arrangements and allocations - include when complex tax implications exist
1. Schedule 1: Business Assets: Detailed inventory of tangible and intangible assets included in sale
2. Schedule 2: Properties: List and details of real estate assets and leases
3. Schedule 3: Employees: List of transferring employees and their terms of employment
4. Schedule 4: Warranties: Detailed warranties given by seller regarding the business
5. Schedule 5: Intellectual Property: List of IP rights, registrations, and licenses
6. Schedule 6: Material Contracts: Key business contracts being transferred as part of the sale
7. Schedule 7: Completion Obligations: Detailed list of actions required at completion
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