CONTRACT FOR SALE OF BUSINESS

Transcription

1 CONTRACT FOR SALE OF BUSINESS This contract is made up of the table below, (referred to in the Contract as the Reference Schedule ), the Terms and Conditions that follow, the Special Conditions and Annexures. Drafting notes are included throughout the Contract in green. Delete the drafting notes in your final version. Provisions relating to the Sale of Rent Roll are located as Special Conditions beginning at page 20 Vendor s Agent Without the intervention of an agent BUSINESS NAME Premises VENDOR Vendor ACN / ABN Key Person As above Vendor s Solicitor Contact Name Ph Fax PURCHASER Purchaser ACN / ABN Guarantor As above Purchaser s Solicitor Contact Name Ph Fax PRICE Deposit Balance 1

2 Contract date PARTICULARS OF SALE Price apportionment - Plant and equipment - Goodwill Total Deposit holder Agent Vendor s Solicitor GST Going concern Yes No Taxable supply Yes No STOCK Stock included in price Yes No Maximum value Stock taker COMPLETION Completion date Location TRAINING PERIOD - Days before completion - Days after completion Vendor assistance covenants GENERAL RESTRAINT Restraint area Restraint period Kilometre radius from the premises Calendar months after the completion date Customer restraint Yes No

3 Internet restraint Yes No Employee restraint Yes No LEASE DETAILS Lease to be assigned Yes No New lease Yes No Terms of new lease (if applicable) - Term Not applicable if existing lease being assigned. - Renewal option Not applicable if existing lease being assigned. - Rent Not applicable if existing lease being assigned. - Rent reviews Not applicable if existing lease being assigned. - Guarantor Not applicable if existing lease being assigned. - Other security Not applicable if existing lease being assigned. - Other terms Not applicable if existing lease being assigned. PARTICULARS OF BUSINESS Trademarks Intellectual property rights Trademarks, copyrights (e.g. operations manual and website content), domain names Business Names Domain names addresses Other Plant and equipment If insufficient space attach detail Item Fixtures under finance contract Rented equipment (moveable) Fixtures not under finance Leased equipment Equipment under chattel mortgage Value Excluded assets Not applicable Business contracts and arrangements Franchise to be transferred Yes No EMPLOYEES Name Date commenced FT/PT/Casual 3

4 Employees If insufficient space attach detail DELETE THE DRAFTING NOTES IN YOUR FINAL VERSION. Drafting Notes: Sign all pages of the completed contract. Check to see what amendments (if any), may have been made to the terms. Ensure both the Vendor s and Purchaser s copy are identical. 4

5 TERMS & CONDITIONS 1 Definitions & Interpretation 6 2 Key Person and guarantor 7 3 Sale and purchase 7 4 Price 7 5 Finance 7 6 GST 7 7 Title and risk 8 8 Continuation of business 8 9 Work orders 8 10 Vendor assistance 8 11 Access to records and copies 9 12 Completion 9 13 Stock Adjustments Creditors Debtors Transfer of premises lease New lease Transfer of franchise Lease and hire agreements Business agreements and arrangements Employees Superannuation Restraint Vendor Warranties Warranties of the purchaser Limits on warranties Notice to complete Guarantees Termination of contract Disputes General Provisions Special Conditions Sale of Rent Roll 20 2 List of Annexures: 22 5

6 1 Definitions & Interpretation 1.1 Definitions In this Deed, including the recitals, unless contrary to or inconsistent with the context: "Deed" means this deed. "Business Day" means a day on which banks are open for general banking business in the jurisdiction in which the vendor resides excluding Saturdays and Sundays. "Claim" means any claim, demand, cause of action, judgment, order, suit and/or cost of whatsoever nature whether at common law, in equity, in restitution or under statute which the Vendor may now or at any time could have or might have had but for the execution of this Deed against the Company. "Completion" means completion of the sale that will occur on the Completion Date. "Deposit" means an amount equal to 10% of the Price, specified on the front page of the Reference Schedule. "Encumbrance" means: a mortgage, pledge, lien, charge, claim, covenant, assignment by way of security, hypothecation, secured interest, title retention arrangement, preferential right, trust arrangement, (including any set-off or "flawed-asset" arrangement having the same or equivalent commercial effect as a grant of security). Key Person means an officer of the vendor, a majority shareholder of the vendor, or a person capable of exercising substantial control over the vendor, and a person named in this contract as a key person. 1.2 Interpretation (a) (b) (c) (d) (e) (f) (g) (h) (i) This contract comprises these terms and conditions, the reference schedule and anything attached to the reference schedule. In these terms and conditions, words and expressions that are defined in the reference schedule have the meaning given to them in the reference schedule. References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation. Words denoting the singular include the plural and vice versa; words denoting individuals or persons include bodies corporate and vice versa; references to documents or agreements also mean those documents or agreements as changed, novated or replaced; and words denoting one gender include all genders. Parties must perform their obligations on the dates and times fixed by reference to the state or territory of the governing law. Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia. If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day. References to a party are intended to bind their executors, administrators and permitted transferees. Obligations under this contract affecting more than one party bind them jointly and each of them severally. 6