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A simple business acquisition agreement between a Buyer and a Seller with no warranties. This is suitable for intra-group restructure / transfer.
This document is used where the seller (Party 1) has agreed to sell the business defined in the document to the buyer (Party 2). They have agreed to conduct the sale in a manner which is consistent with the terms outlined in the agreement, particularly with respect to definitions used; specifically what is being sold and the price; conduct of both parties on the completion of the sale; title and supplementary provisions; transfer of properties; inclusion of employees and the understanding that this agreement pertains to the entire sale and purchase of the building.
A clear presentation of the Business assets that the sold company owns shall be made in the acquisition agreement, including any properties, plant and equipment, working capital, raw materials, stocks, work-in-progress and finished goods, trade debtors, goodwill and etc. Upon completion of the acquisition, all assets shall be transferred to the buyer. Special arrangements shall be made and be made known to the buyer if immediate transferal is not possible.
Where transferal of assets involving the matter of title and novation of contracts, the asset may not be able to be immediately physically transferred to the buyer, the seller shall with all due diligence execute such other documents and take such other steps as the Buyer may reasonably require to vest the title to the Business Assets in the Buyer and to give effect to this Agreement.
Interests in and rights to the properties and also employees are also automatically transferred to the buyer upon completion of the acquisition.
It shall be noted that some common contractual clauses are also included in the business acquisition agreement, for example, the agreement entirety clause, the severability of provisions clause, variation clause, jurisdiction clause, and etc. These clauses are included so as to increase the certainty of the agreement, reduce the chance of having disputes between the parties and protect the interests of all parties.
This document should be carefully read by the Seller and the Buyer.
Both parties should sign and return a copy, and once signed, both parties should get a copy. To avoid any future disputes, both parties may wish to have their signatures witnessed.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.