SALE OF BUSINESS AGREEMENT, Schemes and Mind Maps of Business

Download SALE OF BUSINESS AGREEMENT and more Schemes and Mind Maps Business in PDF only on Docsity! 1 New Zealand Medical Association Member Advisory Service — This material is provided for the use and benefits of NZMA members only. It is intended as guidance, not legal advice. We accept no liability in respect of accuracy or completeness of this advice. These articles are not to be used or reprinted in any form without the express permission of the New Zealand Medical Association. SALE OF BUSINESS AGREEMENT SAMPLE DATED 20.......... BETWEEN .......................................................................................................................... (Vendor) AND ........................................................................................................................ (Purchaser) AGREEMENT FOR SALE OF BUSINESS MACALISTER MAZENGARB SOLICITORS WELLINGTON 0562C SALE OF BUSINESS AGREEMENT — SAMPLE 2 New Zealand Medical Association Member Advisory Service — This material is provided for the use and benefits of NZMA members only. It is intended as guidance, not legal advice. We accept no liability in respect of accuracy or completeness of this advice. These articles are not to be used or reprinted in any form without the express permission of the New Zealand Medical Association. AGREEMENT FOR SALE OF BUSINESS 1.0 Parties 1.1 The parties to this Agreement are: (a) *************** (“the Vendor”) (b) *************** (“the Purchaser”) 2.0 Introduction 2.1 The Vendor agrees to sell and the purchaser agrees to purchase all that part of the business of the Vendor at present carried on by the Vendor on the premises situated at.................................... including the assets of the Vendor owned and used in connection herewith (but excluding the book debts which shall remain the property of the Vendor) for the sum hereinafter set out IT IS HEREBY AGREED 3.0 Purchase Price 3.1 The Vendor shall sell and the purchasers shall purchase the business and assets described in the Schedule hereto. 3.2 The purchase price is *****allocated as follows: (a) For the lease and goodwill (b) For the tenant's fixtures and plant improvements and machinery \ (c) For the stock on hand 3.3 The parties hereto acknowledge that no Goods and Services Tax is payable in respect of this agreement; the sale being treated as a supply of a taxable activity as a going concern pursuant to Section 11(1)(c) of the Goods and Services Tax Act 1985. NOTWITHSTANDING the parties acknowledgement hereto, in the event of Goods and Services Tax being payable in respect of this agreement for whatever reason the purchase price shall be deemed to be exclusive of Goods and Services Tax and the Purchaser shall pay to the Vendor at the Vendor's request all Goods and Services Tax charged on the sale. 4.0 Stock 4.1 Stock shall be valued at current wholesale selling prices less %, less a reduction % for damaged or obsolete items. Such values to be agreed between the parties or failing agreement, determined by an expert to be appointed by both parties within five (5) days of request by either party. The stock taking shall be performed by physical check prior to the date of settlement. 4.2 Upon the actual value being determined as hereinbefore provided and the value thereof is in excess of the sum stated in clause 3.2(c) hereof the Purchaser shall pay the Vendor forthwith the amount of such excess. If the value of the stock is less than the sum stated in clause 3.2(c) hereof the amount of the deficiency shall forthwith be refunded by the vendor of the purchaser. SALE OF BUSINESS AGREEMENT — SAMPLE 5 New Zealand Medical Association Member Advisory Service — This material is provided for the use and benefits of NZMA members only. It is intended as guidance, not legal advice. We accept no liability in respect of accuracy or completeness of this advice. These articles are not to be used or reprinted in any form without the express permission of the New Zealand Medical Association. (a) To complete the Purchase at the fixed purchase price less a sum equal to the amount of insurance monies recovered or recoverable by the Vendor in respect of such damage or destruction; or (b) To rescind this contract by notice in writing handed or posted to the Vendor or the Vendor's solicitors whereupon any monies paid by the Purchasers shall be returned to the Purchasers immediately and this transaction shall be at the end and neither party shall have any claim upon the other. 12.0 Staff 12.1 The Vendor shall be liable to meet all remuneration and other allowances for amounts accrued and payable including any redundancy repayments to all employees of the Vendor including those who accept employment with the Purchaser. The parties acknowledge that the Vendor will cease to employ its current employees and contracts of employment will be terminated or otherwise dealt with by the Vendor PROVIDED THAT this clause shall be construed as to include liability to discharge as at settlement date any staff related payments or any associated payments to Inland Revenue Department. 12.2 The Purchaser agrees to offer employment to all employees of the Vendor as at the date hereof, currently employed in the business of the Vendor on terms no less favourable than the terms the employees are presently employed under by the Vendor, (Sought by Vendor). 13.0 Restraint 13.1 In consideration of the purchase price the Vendor agrees that it will not for a period of 5 years from the date of possession carry on or be engaged or interested either along or in partnership with or as servant or agent of any person in any business similar to that hereby sold within a radius of 20 kilometres from the said premises. 14.0 Use of Name 14.1 The vendor agrees to the use by the Purchase of the trade name after the date of settlement. 15.0 Resolution of Disputes 15.1 The parties hereto acknowledge that they will use their best endeavours to effect an amicable and expeditious resolution of any disputes arising in respect of this Agreement or any agreements concurrently entered into, but in the event that a decision cannot be effected, the parties agree to submit the matter for resolution to an expert who shall deliver a decision as an expert and in the event that the parties cannot agree on such nomination the matter shall be referred to the President for the time being of the New Zealand Society of Accountants and in the event of his being unwilling to accept the nomination the dispute shall be referred to such persons as the President of the New Zealand Law Society may appoint to determine the matter. 16.0 Interpretation 16.1 Clause headings have been included for the sake of convenience and shall not be looked to in the interpretation. 16.2 The provisions of this Agreement shall not merge upon settlement. SALE OF BUSINESS AGREEMENT — SAMPLE 6 New Zealand Medical Association Member Advisory Service — This material is provided for the use and benefits of NZMA members only. It is intended as guidance, not legal advice. We accept no liability in respect of accuracy or completeness of this advice. These articles are not to be used or reprinted in any form without the express permission of the New Zealand Medical Association. SCHEDULE (a) The leasehold lock up premises and appurtenances situated at **** and known as ****; and (b) All goodwill and the name associated with such premises; and (c) All tenants fixtures and improvements now contained in such premises; and (d) All plant and machinery listed in the inventory attached (or where such inventory has not been completed) as inspected by the Purchasers; and (e) The stock associated with the business determined pursuant to clause hereof. DATED this day of 20........... THE COMMON SEAL ) ) as Vendor was hereunto ) affixed in the presence of. ) .............................................................Director .............................................................Director /Secretary as Purchaser was hereunto affixed in the presence of. ............................................................Director ………………………….................................Director/Secretary