The Asset Purchase Agreement is a crucial document used in New Zealand business transactions where one party wishes to acquire specific assets from another party without purchasing the entire business entity. This agreement is particularly relevant when buyers want to cherry-pick specific assets and avoid taking on all liabilities of the target business. The document complies with New Zealand legal requirements and typically includes detailed schedules of assets, purchase price mechanisms, warranties, and indemnities. It's commonly used in business restructuring, partial business acquisitions, or when acquiring specific business units or assets. The agreement must address various aspects of New Zealand law, including GST implications, property transfer requirements, and employment considerations if staff transfers are involved.
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1. Parties: Identifies and provides full legal details of the seller and purchaser
2. Background: Sets out the context of the transaction and basic intentions of the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core transaction terms including the assets being sold and excluded assets
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion occurs
7. Pre-Completion Obligations: Details the parties' obligations between signing and completion
8. Completion: Specifies completion mechanics, timing, and deliverables
9. Warranties: Seller's representations and warranties about the assets and business
10. Limitations on Claims: Limits on warranty claims including time limits and financial caps
11. Tax Indemnity: Allocation of tax liabilities and related indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Employee Matters: Required when employees are transferring with the assets, covering transfer terms and obligations
2. Intellectual Property: Needed when significant IP assets are included in the purchase
3. Environmental Matters: Important when purchasing assets with environmental risks or compliance requirements
4. Post-Completion Covenants: Used when specific post-completion obligations are required, such as non-compete provisions
5. Transitional Services: Needed when seller will provide services to buyer post-completion
6. Real Property: Required when real estate assets are included in the purchase
7. Data Protection: Important when personal data or customer databases are part of the purchased assets
8. Competition/Antitrust: Required when transaction size or market position triggers competition law considerations
1. Asset Schedule: Detailed list and description of all assets being purchased
2. Excluded Assets: List of assets specifically excluded from the sale
3. Purchase Price Allocation: Breakdown of purchase price across asset categories
4. Warranties: Detailed warranties given by the seller
5. Encumbrances: List of existing encumbrances on the assets
6. Contracts: List of contracts being assigned or transferred
7. Intellectual Property: Details of all IP rights included in the sale
8. Employee Information: Details of transferring employees and their terms
9. Property Details: Specifics of any real property included in the sale
10. Form of Transfer Documents: Ƶ of specific transfer documents required at completion
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Real Estate
Healthcare
Agriculture
Mining
Hospitality
Transportation
Energy
Construction
Professional Services
Media and Entertainment
Education
Financial Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Operations
Risk Management
Compliance
Treasury
Strategy
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Counsel
Finance Director
Business Development Manager
Mergers & Acquisitions Director
Commercial Director
Risk Manager
Tax Manager
Company Secretary
Operations Director
Asset Manager
Investment Manager
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