The Agreement Of Purchase And Sale Of Business Assets is a crucial legal document used in New Zealand business transactions when one party wishes to acquire the assets of another party's business without purchasing the actual company structure. This agreement is essential for transactions where specific business assets are being transferred rather than shares in the company, allowing for more flexibility in selecting which assets and liabilities to include in the sale. The document must comply with New Zealand legislation including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant tax laws. It typically includes detailed schedules of assets, purchase price mechanisms, warranties, and specific provisions addressing employee transfers, intellectual property rights, and ongoing obligations. This type of agreement is particularly useful when buyers wish to avoid taking on all historical liabilities of the business or when only certain parts of a business are being acquired.
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1. Parties: Identifies and provides full legal details of the seller and purchaser
2. Background: Outlines the context of the sale, including brief business description and parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets rules for interpretation
4. Sale and Purchase: Core agreement to sell and purchase the assets, including basic transaction terms
5. Purchase Price: Specifies the total consideration and payment terms, including any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion occurs
7. Pre-Completion Obligations: Details seller's obligations in running the business before completion
8. Completion: Specifies completion date, location, and requirements for settlement
9. Assets: Describes the assets being sold and any excluded assets
10. Liabilities: Specifies which liabilities are assumed by purchaser and which remain with seller
11. Warranties: Seller's warranties regarding the business and assets being sold
12. Tax: Addresses tax implications and obligations of both parties
13. Confidentiality: Protects confidential information of both parties
14. Restraint of Trade: Prevents seller from competing with the business post-sale
15. Default and Termination: Specifies consequences of breach and termination rights
16. Dispute Resolution: Establishes process for resolving disputes
17. General: Standard boilerplate provisions including notices, amendments, governing law
1. Employee Matters: Required when employees are being transferred to the purchaser
2. Intellectual Property: Needed when significant IP assets are involved in the sale
3. Lease Assignment: Required when business premises are leased and lease is being transferred
4. Third Party Consents: Needed when material contracts require consent for assignment
5. Environmental Matters: Required for businesses with environmental compliance obligations
6. Stock: Needed when inventory is a significant component of the sale
7. Transition Services: Required when seller will provide post-completion assistance
8. Security Interests: Needed when assets are subject to security interests requiring discharge
9. Earn-out Provisions: Used when part of purchase price is contingent on future performance
1. Schedule 1 - Assets: Detailed list and description of all assets being sold
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Contracts: List of business contracts being assigned to purchaser
4. Schedule 4 - Intellectual Property: Details of all IP rights included in the sale
5. Schedule 5 - Employees: List of employees and their key employment terms
6. Schedule 6 - Warranties: Detailed seller warranties about the business and assets
7. Schedule 7 - Properties: Details of any real property or lease interests
8. Schedule 8 - Purchase Price Allocation: Breakdown of purchase price across asset categories
9. Appendix A - Form of Transfer Documents: Ƶ for documents required to transfer assets
10. Appendix B - Completion Checklist: List of items required for completion
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