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The Sale of Business Contract is a crucial legal document used in Nigerian business transactions when one party wishes to sell their entire business operation to another. This comprehensive agreement is essential for both small and large business transfers in Nigeria, requiring careful consideration of the Companies and Allied Matters Act 2020 and other relevant Nigerian legislation. The document typically includes detailed provisions for the transfer of assets, assumption of liabilities, employee transitions, and ongoing contractual obligations. It's particularly important in ensuring compliance with Nigerian corporate law, tax regulations, and employment requirements while protecting both parties' interests through warranties and indemnities. The agreement should be tailored to address specific industry regulations and may require additional provisions for regulated sectors or foreign investment scenarios.

1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers for companies

2. Background: Sets out the context of the sale, including brief description of the business and parties' intention to sell/purchase

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the business, including what is included in the sale

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

6. Completion: Details the completion process, timing, and requirements for transfer of ownership

7. Seller's Warranties: Warranties given by the seller regarding the business, assets, liabilities, and operations

8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement

9. Pre-Completion Obligations: Seller's obligations in running the business between signing and completion

10. Post-Completion Obligations: Obligations of both parties after completion, including transition arrangements

11. Employees: Provisions dealing with transfer of employees and related liabilities

12. Confidentiality: Obligations regarding confidential information and announcements

13. Restrictive Covenants: Non-compete and non-solicitation provisions binding the seller

14. Tax Matters: Allocation of tax liabilities and tax-related warranties

15. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes

16. Notices: Procedure for giving notices under the agreement

17. General Provisions: Standard boilerplate clauses including entire agreement, variation, and severance

18. Execution: Signature blocks and execution formalities