Buyer-Friendly Business Sale Agreement Template

In this Agreement, unless the context otherwise requires, the following terms have the meanings set out below:

"Assumed Contracts" means the contracts, leases, licenses, purchase orders and commitments of the Seller relating to the Business that the Buyer has elected in writing to assume prior to Completion, as listed in the written notice delivered by the Buyer under Section 4.

"Assumed Liabilities" means solely those obligations of the Seller arising under the Assumed Contracts after Completion, to the extent they relate to performance occurring after Completion and do not arise from any breach, default or non-compliance by the Seller occurring on or before Completion.

"Business" means the business of [description of business] carried on by the Seller as at the Effective Date and as at Completion, including all related operations, product lines, services and customer relationships, as a going concern.

"Business Day" means a day other than a Saturday, Sunday or public holiday in [city/jurisdiction] on which banks are generally open for general business.

"Business Employees" means the employees of the Seller who are wholly or mainly engaged in the Business as at the Effective Date and as at Completion.

"Claim" means any claim, demand, action, proceeding, assessment, investigation or dispute, whether actual or threatened.

"Completion" means the completion of the sale and purchase of the Business in accordance with Section 10.

"Completion Date" means the date on which Completion occurs, being [date] or such other date as the Parties may agree in writing.

"Confidential Information" means all information of a technical, commercial, financial, operational or other nature relating to the Business, the Purchased Assets, the Buyer or the terms of this Agreement, in any form, that is not in the public domain other than through breach of this Agreement.

"Encumbrance" means any mortgage, charge, pledge, lien, option, right of pre-emption, security interest, assignment by way of security, title retention, adverse claim or other third-party right or interest of any kind.

"Excluded Assets" means the assets, properties and rights described in Section 3.

"Excluded Liabilities" means all liabilities and obligations of the Seller and of the Business of any kind, whether known or unknown, accrued, contingent or otherwise, other than the Assumed Liabilities, as more particularly described in Section 4.

"Intellectual Property Rights" means patents, trademarks, service marks, trade names, domain names, copyrights, design rights, database rights, rights in software, know-how, trade secrets and all other intellectual property rights, whether registered or unregistered, together with all applications, renewals and rights to sue for past infringement.

"Losses" means all losses, liabilities, damages, costs, expenses (including reasonable legal and professional fees), fines, penalties, interest and taxes, whether direct or indirect, incurred by a Party.

"Purchase Price" means the aggregate consideration payable by the Buyer for the Business and the Purchased Assets, as set out in Section 5.

"Purchased Assets" means all assets, properties, rights and goodwill of the Seller used or held for use in the Business, other than the Excluded Assets, as described in Section 2.

"Restricted Period" means the period of [3] years commencing on the Completion Date, or such longer period as set out in Section 15.

"Territory" means [territory].

"Warranties" means the representations and warranties given by the Seller in Section 13.

Headings are for convenience only and do not affect interpretation. References to Sections are to sections of this Agreement. The singular includes the plural and vice versa. The words "including" and "includes" are deemed to be followed by "without limitation". References to a person include any individual, company, partnership, or other entity.

References to any amount payable shall be construed as an amount in [currency], and all amounts stated are exclusive of any applicable sales, value added or similar taxes unless expressly stated otherwise. This Agreement shall not be construed against either Party by reason of its having been drafted by or on behalf of that Party.

With effect from Completion, the Seller shall sell and transfer, or procure the sale and transfer of, and the Buyer shall purchase, the Business as a going concern together with all of the Purchased Assets, free from all Encumbrances and with full title guarantee.

The Purchased Assets include the following: (i) all plant, machinery, equipment, furniture, fixtures, vehicles and other tangible assets used in the Business, as identified in the register to be agreed in writing by the Parties prior to Completion [description or reference]; (ii) all inventory, stock, work in progress and supplies; (iii) the Assumed Contracts; (iv) all Intellectual Property Rights used in the Business, including the name [business name] and all associated goodwill; (v) all customer and supplier lists, records, and data; (vi) all permits, licenses and approvals to the extent transferable; (vii) the premises leases and deposits, if any, specified by the Buyer [details]; and (viii) the books, records and files relating to the Business.

The Purchased Assets also include all of the goodwill of the Business, the right to represent itself as carrying on the Business in succession to the Seller, and all rights and claims of the Seller against third parties relating to the Purchased Assets, including warranties and indemnities given by manufacturers, suppliers and contractors.

Title to, and risk in, the Purchased Assets shall pass to the Buyer at Completion. Until Completion, the Purchased Assets shall remain at the sole risk of the Seller, who shall maintain adequate insurance in respect of them.

To the extent that any Purchased Asset cannot be transferred at Completion without the consent of a third party, the Seller shall at its own cost use best efforts to obtain such consent as soon as possible. Pending such consent, the Seller shall hold the relevant asset on trust for the Buyer and shall provide the Buyer with the benefit of it, at no additional cost to the Buyer, to the fullest extent lawful.

The Seller shall, at its own cost and at the Buyer's request, execute all further documents and do all further acts as the Buyer may reasonably require to vest full title to the Purchased Assets in the Buyer, and to perfect, record or register such title.

If after Completion the Seller discovers that it holds any asset, right or property that is used in the Business and is not an Excluded Asset, it shall promptly transfer it to the Buyer for no additional consideration. Any monies received by the Seller after Completion in respect of the Business or the Purchased Assets shall be held on trust for the Buyer and paid over within [5] Business Days of receipt.

The Excluded Assets comprise solely the following, which shall be retained by the Seller and shall not be transferred to the Buyer: (i) cash, cash equivalents and bank accounts of the Seller; (ii) the Seller's corporate records, minute books and tax records relating to its own organization; (iii) all insurance policies of the Seller, subject to the Buyer's rights under this Agreement; (iv) all tax refunds in respect of periods prior to Completion; (v) any assets expressly listed in a written notice from the Buyer to the Seller before Completion as excluded; and (vi) [other specified excluded assets].

The Excluded Assets shall not include any asset which is used predominantly in the Business, unless the Buyer expressly agrees in writing to its exclusion. In the event of any doubt as to whether an asset is a Purchased Asset or an Excluded Asset, such asset shall be deemed a Purchased Asset.

The Seller shall remove the Excluded Assets from the premises of the Business at its own cost within [number] days after Completion, in a manner that does not disrupt the operation of the Business. The Buyer shall not be liable for any loss of or damage to the Excluded Assets.

The Buyer shall have no obligation or liability in respect of the Excluded Assets, and the Seller shall indemnify the Buyer against all Losses arising from the ownership, use or disposal of the Excluded Assets.

The Buyer may, by written notice to the Seller given not later than [number] Business Days before Completion, designate any asset otherwise intended to be a Purchased Asset (other than an asset essential to the operation of the Business) as an Excluded Asset, in which event the Purchase Price shall be reduced by an amount equal to the fair value of such asset, to be agreed in good faith or, failing agreement, determined in accordance with Section 18.

The Seller shall not, after Completion, use any Purchased Asset, including the trade name of the Business, in any manner in connection with any Excluded Asset or other business.

The Buyer shall assume, with effect from Completion, only the Assumed Contracts and only the Assumed Liabilities. No other contract, obligation or liability of the Seller shall transfer to the Buyer by operation of this Agreement or otherwise.

Not later than [number] Business Days before Completion, the Buyer shall deliver to the Seller a written list of those contracts of the Seller relating to the Business that it elects to assume. The Buyer may amend such list at any time before Completion and shall have no obligation to assume any contract that is not on the final list.

The Seller shall retain, and shall pay, perform and discharge when due, all Excluded Liabilities, including: (i) all liabilities arising from the operation of the Business or ownership of the Purchased Assets on or before Completion; (ii) all indebtedness, borrowings, and financial obligations of the Seller; (iii) all taxes of the Seller and taxes relating to the Business for periods or events up to and including Completion; (iv) all liabilities relating to product liability, warranty or service claims for products sold or services performed before Completion; (v) all liabilities to current or former employees, officers or contractors arising before Completion, including wages, bonuses, accrued leave, severance and benefits; (vi) all liabilities arising from any breach of law, permit or contract by the Seller; and (vii) all pending or threatened Claims relating to periods before Completion.

The Seller shall indemnify and hold the Buyer harmless from and against all Losses arising from or relating to any Excluded Liability, regardless of whether such Excluded Liability is asserted against the Seller or against the Buyer, whether as successor, transferee or otherwise.

The Seller shall obtain, at its own cost, all third-party consents necessary for the assignment or novation of the Assumed Contracts to the Buyer, and shall deliver evidence satisfactory to the Buyer prior to Completion. If any such consent is not obtained, Section 2 shall apply, and the Buyer may, at its option, treat the relevant contract as an Excluded Contract and adjust the Purchase Price accordingly.

The Seller shall pay, on or before Completion, all amounts due and payable under the Assumed Contracts in respect of any period before Completion. Prepayments, deposits and amounts accrued under the Assumed Contracts shall be apportioned between the Parties as of the Completion Date, and any net amount due shall be settled within [number] Business Days after Completion.

The Seller shall settle, discharge and obtain the release of all Encumbrances and creditors' claims affecting the Purchased Assets before or at Completion. Where required by applicable law to protect the Buyer against creditors of the Seller, the Seller shall comply with all notification, publication or clearance procedures at its own cost.

The aggregate Purchase Price for the Business and the Purchased Assets shall be [amount in currency], comprising: (i) the Initial Payment of [amount], payable at Completion in accordance with Section 10; (ii) the Deferred Consideration of [amount], payable in accordance with Section 6; and (iii) the Earn-Out Payment, if any, determined in accordance with Section 6.

The Purchase Price is exclusive of any transfer, sales, value added, stamp or similar taxes and duties arising on the transfer of the Purchased Assets, which shall be borne by [the Seller / the Parties in the proportions of [percentage]], and the Seller shall be responsible for all taxes on its own income or gains arising from the sale.

The Purchase Price shall be allocated among the Purchased Assets and the covenants in Section 15 in accordance with an allocation schedule to be prepared by the Buyer within [number] days after Completion [allocation percentages/details]. The Seller shall review the proposed allocation in good faith and, unless it notifies a reasoned objection within [10] Business Days, shall be deemed to have agreed to it. Any dispute shall be resolved in accordance with Section 18.

Each Party shall file all tax returns and reports consistently with the agreed allocation and shall not take any position inconsistent with it unless required by a final determination of a competent tax authority.

Payment shall be made in cleared funds by wire transfer to the bank account designated in writing by the Seller, details of which are [bank account details], without set-off or counterclaim by the Seller. The Buyer may deduct from any payment due to the Seller any amount owed by the Seller to the Buyer under this Agreement, including any indemnification claim.

The Buyer may withhold from any payment under this Agreement any amount it is required by law to withhold or deduct, and any amount so withheld and remitted to the relevant authority shall be treated as having been paid to the Seller.

The Purchase Price shall be adjusted, on a currency-for-currency basis, following Completion to the extent that the value of inventory and net working capital transferred at Completion, as determined in the Buyer's completion statement delivered within [60] days after Completion, differs from the target of [amount]. Any shortfall shall be paid by the Seller to the Buyer within [10] Business Days of determination, and any excess shall be paid by the Buyer to the Seller within the same period, subject to the Buyer's right of set-off.

The Deferred Consideration shall be payable by the Buyer to the Seller in [number] installments of [amount] each, on [dates] after the Completion Date, subject to the Buyer's rights of set-off and retention under this Agreement. The Deferred Consideration shall bear no interest unless otherwise agreed [interest rate, if any].

In addition, the Seller shall be entitled to an earn-out payment (the "Earn-Out Payment") calculated as [percentage] of the [revenue / net profit / EBITDA] of the Business, as operated by the Buyer, in excess of [threshold amount] for each [12]-month period commencing on the Completion Date (each an "Earn-Out Period"), for [number] Earn-Out Periods, up to a maximum aggregate amount of [cap amount].

Within [60] days following the end of each Earn-Out Period, the Buyer shall deliver to the Seller a statement setting out the calculation of the Earn-Out Payment for that period. The Seller shall have [30] days to notify the Buyer of any reasoned objection, failing which the statement shall be final and binding. Any disputed amount shall be referred to an independent accountant under Section 18, whose costs shall be borne by the Seller unless the Earn-Out Payment is determined to be more than [10]% higher than calculated by the Buyer.

The Seller acknowledges that, following Completion, the Buyer shall have sole discretion over the ownership, management, operation, financing and strategy of the Business, including pricing, personnel, investment, integration with other businesses and any disposal. The Buyer owes no duty to the Seller to maximize the Earn-Out Payment and shall have no liability for any failure to achieve any earn-out target, provided that the Buyer shall not act in bad faith with the principal purpose of avoiding the payment of the Earn-Out Payment.

The Buyer shall be entitled to set off against the Deferred Consideration and any Earn-Out Payment any amount owed by the Seller to the Buyer, including any amount claimed in good faith under Section 14, and may withhold from the Deferred Consideration and Earn-Out Payment an amount equal to the amount of any pending Claim until such Claim is finally resolved.

The right of the Seller to the Deferred Consideration and the Earn-Out Payment is a contractual right only, is unsecured, and shall not be assigned, charged or otherwise dealt with without the prior written consent of the Buyer. Nothing in this Section shall create any fiduciary, partnership or trust relationship between the Parties.

If the Seller breaches Section 15 or Section 16, the Buyer's obligation to pay any unpaid Deferred Consideration and Earn-Out Payment shall be suspended for so long as the breach continues, without prejudice to any other remedy of the Buyer.

From the Effective Date until Completion, the Seller shall give the Buyer and its advisers full and free access during normal business hours to the premises, assets, books, records, contracts, personnel, customers, suppliers and information of the Business, and shall furnish such information as the Buyer may reasonably request, to enable the Buyer to conduct its legal, financial, tax, commercial, environmental, technical and operational due diligence investigation.

The Seller shall promptly provide the Buyer with true, complete and accurate copies of all documents requested by the Buyer, and shall procure that the Seller's accountants, advisers and employees cooperate with the Buyer's reasonable requests for explanation and clarification.

The Seller shall promptly disclose to the Buyer in writing any matter, event or circumstance that arises or becomes known to it before Completion that constitutes or might reasonably be expected to constitute a breach of any Warranty, or a material adverse change in the Business.

No investigation by or on behalf of the Buyer, and no knowledge (actual, constructive or imputed) acquired or capable of being acquired by the Buyer, whether before or after the Effective Date or Completion, shall limit, prejudice or waive any right or remedy of the Buyer under this Agreement, including under the Warranties and Section 14.

The Seller acknowledges that the Buyer is entering into this Agreement in reliance on the Warranties and on the information provided during due diligence. The Seller warrants that all information so provided is true, complete and not misleading in any material respect.

Subject to Section 16, the Buyer shall keep confidential the non-public information obtained in the course of its due diligence, and shall return or destroy such information on request if this Agreement is terminated, save for copies required by law or retained in routine backups.

If the due diligence reveals any matter which is unsatisfactory to the Buyer in its sole discretion, the Buyer may, by written notice, (i) require the Seller to remedy the matter before Completion, (ii) seek a reduction in the Purchase Price, or (iii) decline to proceed to Completion in accordance with Section 8.

Completion is conditional upon the satisfaction, or waiver by the Buyer in writing, of each of the following conditions: (i) the Buyer being satisfied in its sole discretion with the results of its due diligence investigation; (ii) the Warranties being true, accurate and not misleading at the Effective Date and at Completion; (iii) the Seller having performed all of its obligations to be performed on or before Completion; (iv) there having been no material adverse change in the Business, its assets, financial condition, customers or prospects since [reference date]; and (v) no order, law or Claim being in force or pending that restrains, prohibits or materially affects the transaction.

Completion is further conditional upon: (i) all regulatory approvals, licenses, permits and consents necessary for the transfer of the Business and the Purchased Assets having been obtained on terms acceptable to the Buyer [list of approvals]; (ii) the consents of counterparties to the Assumed Contracts and landlords having been obtained in a form satisfactory to the Buyer; (iii) the release of all Encumbrances over the Purchased Assets; and (iv) the approval of this Agreement by the Seller's governing body and, where required, its owners.

Completion is further conditional on [number] key employees identified by the Buyer [names or roles] having accepted offers of employment with the Buyer on terms satisfactory to the Buyer, and on [key customers/suppliers] having confirmed in writing their intention to continue trading with the Buyer on substantially existing terms.

The conditions in this Section 8 are for the sole benefit of the Buyer, which may waive them in whole or in part, and on such terms as it thinks fit. The Seller may not waive any condition.

The Seller shall use best efforts to procure that the conditions are satisfied as soon as practicable and in any event by [long-stop date] (the "Long-Stop Date"), and shall keep the Buyer informed of progress. The Buyer shall provide reasonable assistance, at the Seller's cost, where its cooperation is required.

If any condition is not satisfied or waived by the Long-Stop Date, the Buyer may, by written notice to the Seller, (i) extend the Long-Stop Date by up to [number] days, (ii) proceed to Completion to the extent practicable, or (iii) terminate this Agreement in accordance with Section 17.

From the Effective Date until Completion, the Seller shall carry on the Business in the ordinary and usual course, in compliance with applicable law, and in a manner consistent with past practice, so as to preserve the Business as a going concern, its goodwill, and its relationships with customers, suppliers, employees and regulators.

Without the prior written consent of the Buyer, the Seller shall not, and shall procure that no person acting on its behalf shall: (i) sell, transfer, lease, license or otherwise dispose of or encumber any Purchased Asset, other than sales of inventory in the ordinary course; (ii) enter into, amend, renew or terminate any material contract or commitment relating to the Business; (iii) incur capital expenditure exceeding [amount]; (iv) change the terms of employment, remuneration or benefits of any Business Employee, or hire or dismiss any Business Employee; (v) change pricing, credit, collection, payment or inventory management practices; (vi) commence or settle any Claim relating to the Business; (vii) make any change to accounting or tax practices affecting the Business; or (viii) agree or commit to do any of the foregoing.

The Seller shall maintain in force all insurances, permits, licenses and registrations relating to the Business, and shall maintain the Purchased Assets in good repair and condition, fair wear and tear excepted. The Seller shall pay all its debts relating to the Business as they fall due.

The Seller shall promptly notify the Buyer of any material development relating to the Business, including any loss or threatened loss of a significant customer or supplier, any Claim, any regulatory inquiry, any labor dispute, and any event likely to have a material adverse effect on the Business.

The Seller shall permit a representative of the Buyer to attend, as an observer, management meetings relating to the Business [frequency], and shall provide monthly management accounts and operating reports to the Buyer within [10] days after each month end.

Nothing in this Section shall entitle the Buyer to control the Business before Completion. The Buyer shall not be liable for any act or omission of the Seller during the period before Completion, whether or not the Buyer has consented to it.

Completion shall take place at [location] or remotely by electronic exchange of documents, on the Completion Date, or at such other time and place as the Parties may agree in writing, once all the conditions in Section 8 have been satisfied or waived.

At Completion, the Seller shall deliver, or cause to be delivered, to the Buyer: (i) duly executed bills of sale, deeds of assignment, transfer instruments and other documents necessary to transfer the Purchased Assets, in form satisfactory to the Buyer; (ii) possession of all tangible Purchased Assets; (iii) duly executed assignments of the Assumed Contracts and all required third-party consents; (iv) assignments of the Intellectual Property Rights in registrable form; (v) releases of all Encumbrances; (vi) all books, records, keys, access codes, passwords and credentials relating to the Business; (vii) certified copies of the Seller's authorizing resolutions; (viii) a certificate signed by an authorized officer of the Seller confirming the accuracy of the Warranties and the satisfaction of the conditions in Section 8; and (ix) all other documents reasonably required by the Buyer.

At Completion, subject to the Seller's compliance with the preceding clause, the Buyer shall pay the Initial Payment to the Seller, less any amounts the Buyer is entitled to deduct or withhold under this Agreement, and shall deliver duly executed counterparts of the transfer instruments to which the Buyer is a party.

The Buyer shall not be obliged to complete the purchase of any of the Purchased Assets unless the sale and purchase of all of the Purchased Assets is completed simultaneously. If the Seller fails to comply with its obligations under this Section, the Buyer may, without prejudice to any other right or remedy, (i) defer Completion for up to [number] days, (ii) proceed to Completion so far as practicable, or (iii) terminate this Agreement under Section 17.

The Seller shall, at the Buyer's request, procure that the Seller changes its corporate name, if it contains or is similar to the name of the Business, within [number] days after Completion, and shall cease use of the name of the Business.

Completion shall be deemed effective as of [time] on the Completion Date (the "Effective Time"). All income, revenues, costs and outgoings of the Business shall be apportioned between the Parties as at the Effective Time, and the Seller shall be responsible for all of them in respect of the period before the Effective Time.

Acceptance of Completion by the Buyer shall not constitute a waiver of any right or remedy under this Agreement, including in respect of the Warranties, indemnities or any breach known to the Buyer at Completion.

The Parties intend that the Business Employees whom the Buyer elects to employ shall transfer to the Buyer at Completion. Not later than [number] days before Completion, the Buyer shall notify the Seller in writing of those Business Employees to whom it intends to make offers of employment (the "Transferring Employees"), and the Buyer shall be under no obligation to offer employment to any other person.

To the extent that applicable law provides for the automatic transfer of employment contracts on the transfer of a business, the Seller shall be responsible for, and shall indemnify the Buyer against, all Losses arising from any liability relating to the employment or termination of employment of any Business Employee in respect of the period up to and including Completion, and any liability relating to any Business Employee who does not become a Transferring Employee.

The Seller shall terminate the employment of each Transferring Employee as of Completion (where required), and shall pay all wages, salaries, bonuses, commissions, accrued holiday pay, severance, social security contributions, pension contributions and other amounts due up to Completion. Where the law requires that employment contracts transfer to the Buyer, the Seller shall bear the cost of any accrued entitlements.

The Seller shall perform all information and consultation obligations to Business Employees and their representatives, and shall comply with all applicable law in relation to the transfer. The Seller shall provide the Buyer, no later than [number] days before Completion, with full and accurate employee information, including terms of employment, remuneration, benefits, disciplinary and grievance records and any pending or threatened Claims.

The Seller shall not, between the Effective Date and Completion, make any statement to employees concerning the post-Completion terms of employment without the prior written consent of the Buyer, and shall not induce or encourage any Transferring Employee to decline employment with the Buyer.

The Seller shall remain responsible for any pension, retirement, equity-based or long-term incentive plan relating to the Business Employees, and the Buyer shall have no obligation to assume or continue any such plan, save as required by law or as agreed in writing [details].

Any amounts owed in respect of an employee's accrued entitlements that are assumed by the Buyer by operation of law shall be credited against the Purchase Price on a currency-for-currency basis, or, at the Buyer's election, recovered by the Buyer from the Seller as a debt due on demand.

For a period of [number] months after Completion (the "Transition Period"), the Seller shall provide the Buyer with all assistance reasonably required to ensure the smooth, orderly and uninterrupted transfer of the Business, including introducing the Buyer to customers, suppliers, landlords, regulators and other business contacts, and providing information about the operations, systems, pricing and procedures of the Business.

The Seller shall make available [named individual(s)] (the "Key Personnel") to the Buyer for up to [number] hours per [week/month] during the Transition Period, at no additional charge to the Buyer, to provide training, advice and support, and shall use best efforts to ensure that the Key Personnel are available to the Buyer, as required.

The Seller shall, jointly with the Buyer, notify customers, suppliers, regulators and other third parties of the transfer of the Business in a form approved by the Buyer, and shall redirect to the Buyer all enquiries, orders, correspondence, payments and communications relating to the Business received after Completion.

The Seller shall, at no additional charge, transfer or procure the transfer to the Buyer of all software, systems, data, websites, domain names, social media accounts, telephone numbers, email addresses and other digital assets of the Business, including all administrative credentials, in a format specified by the Buyer, and shall not retain any copies save as required by law.

If the Buyer requires the Seller to continue to provide certain services or use of facilities in support of the Business after Completion (the "Transitional Services") [description of services], the Seller shall provide them on the same standards as applied before Completion, and on the terms and for the charge, if any, set out in [rate or "at cost"], for a period of up to [number] months.

The Seller shall retain its books and records relating to the Business for [number] years after Completion, and shall provide the Buyer with access to and copies of those records on request. The Seller shall also reasonably cooperate with the Buyer in connection with any audit, tax matter, Claim or regulatory inquiry relating to the Business.

The Seller shall not be entitled to any additional remuneration for the assistance under this Section save as expressly provided above, and shall bear its own costs in complying with it.

The Seller represents and warrants to the Buyer, as at the Effective Date and as at Completion, that: (i) the Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction, and has full power and authority to enter into and perform this Agreement; (ii) this Agreement constitutes legal, valid and binding obligations of the Seller; and (iii) the execution and performance of this Agreement does not breach the Seller's constitutional documents, any law, order, or any agreement binding on the Seller or the Purchased Assets.

The Seller represents and warrants that it is the sole legal and beneficial owner of, and has good and marketable title to, all of the Purchased Assets, free from all Encumbrances; that the Purchased Assets constitute all of the assets, rights and properties necessary to carry on the Business in the manner in which it is carried on at the Effective Date; and that the tangible Purchased Assets are in good condition and repair, fair wear and tear excepted, and fit for their purpose.

The Seller represents and warrants that the financial statements and management accounts of the Business delivered to the Buyer [reference] have been prepared in accordance with generally accepted accounting principles consistently applied, and give a true and fair view of the assets, liabilities, financial position and results of the Business; that there are no undisclosed liabilities; and that since [reference date] the Business has been carried on in the ordinary course, with no material adverse change.

The Seller represents and warrants that: (i) it has complied in all material respects with all laws, regulations, permits and licenses applicable to the Business; (ii) it holds all permits necessary to carry on the Business, all of which are valid and transferable or replaceable; (iii) there is no pending or threatened Claim, investigation, or dispute against or involving the Business, the Seller or the Purchased Assets; and (iv) the Seller is not insolvent, and no insolvency event has occurred or is threatened with respect to it.

The Seller represents and warrants that: (i) each Assumed Contract is valid, binding and in full force, and neither the Seller nor, to the Seller's knowledge, any counterparty is in breach of it; (ii) no counterparty to any Assumed Contract has given notice of termination or of an intention to reduce its dealings with the Business; and (iii) no Assumed Contract contains any change of control, exclusivity, non-compete or other onerous provisions which would bind the Buyer or its affiliates.

The Seller represents and warrants that: (i) the Seller owns or has valid license to use all Intellectual Property Rights used in the Business; (ii) the Business does not infringe the Intellectual Property Rights of any third party, and no third party is infringing any such rights; and (iii) the Seller has taken all reasonable steps to protect the confidentiality of trade secrets and know-how of the Business.

The Seller represents and warrants that: (i) all taxes due by the Seller in connection with the Business have been duly paid, and all returns have been duly filed; (ii) no tax authority has any claim or lien against the Purchased Assets; (iii) the Seller has complied with all employment laws, has paid all amounts due to the Business Employees, and is not party to any collective agreement, labor dispute or strike; (iv) the Business complies with all environmental, health and safety laws; and (v) the Seller and the Business have not engaged in bribery, corruption, sanctions violations or money laundering.

The Seller represents and warrants that all information given by or on behalf of the Seller to the Buyer in connection with this Agreement and the due diligence, including the information disclosed to the Buyer, is true, complete, accurate and not misleading, and that there is no fact or matter that has not been disclosed to the Buyer that would reasonably be expected to affect the Buyer's decision to enter into this Agreement. Each Warranty is a separate and independent warranty and is not limited by any other Warranty.

The Seller shall indemnify, defend and hold harmless the Buyer, its affiliates and their respective officers, directors, employees, agents, successors and assigns (the "Buyer Indemnitees") from and against all Losses suffered or incurred by any of them arising out of or in connection with: (i) any breach or inaccuracy of any Warranty; (ii) any breach of any covenant or obligation of the Seller under this Agreement; (iii) any Excluded Liability or Excluded Asset; (iv) the operation of the Business or ownership of the Purchased Assets before Completion; (v) any fraud, willful misconduct or negligence of the Seller; and (vi) any non-compliance with any bulk sale, creditor protection or similar law in connection with the transaction.

Any payment by the Seller under this Section shall be treated as an adjustment to the Purchase Price to the extent permitted by law. The Seller shall pay any amount due under this Section within [10] Business Days of written demand, free of any set-off or deduction, and, if so required by law, grossed up to ensure that the Buyer receives the net amount that it would have received had no tax been payable.

The Buyer shall notify the Seller of any third-party Claim for which indemnification is sought, provided that any failure or delay in notice shall not relieve the Seller of its obligations, except to the extent it is materially prejudiced. The Buyer shall have the right to control the defense and settlement of any such Claim, with legal counsel of its choice, at the Seller's expense, and the Seller shall cooperate fully.

The Seller shall not be liable under Section 14 for claims under the Warranties unless (i) the aggregate Losses exceed [amount] (the "Basket"), in which case the Seller shall be liable for the full amount and not merely the excess; and (ii) the Buyer notifies the Seller of the claim within [number] months after Completion, or, in the case of the tax, employment, title, environmental and Warranties in relation to authority, [number] years after Completion. The Seller's aggregate liability for breach of the Warranties shall not exceed [cap amount, being not less than the Purchase Price] (the "Cap").

The limitations in the preceding clause shall not apply to claims in respect of fraud, willful misconduct, breach of the Warranties as to title, authority, tax or to the Excluded Liabilities, breach of Sections 15 and 16, or the indemnities in this Section, in respect of which the Seller's liability shall be unlimited in amount and duration to the fullest extent permitted by law.

The Buyer's liability to the Seller under or in connection with this Agreement, other than the obligation to pay the Purchase Price, shall be limited to [amount], and in no event shall the Buyer be liable for any indirect or consequential loss, loss of profit, or loss of opportunity of the Seller. The Buyer shall not be liable for any matter arising from any act or omission of the Seller.

The Buyer shall be entitled to recover Losses without regard to any knowledge on the part of the Buyer, and without any obligation to mitigate beyond that required by law. The Buyer may satisfy any amount due to it under this Section by set-off against the Deferred Consideration or the Earn-Out Payment, in addition to any other remedy available to it.

The Seller shall procure that, to secure its obligations under this Section, [an amount of [amount] / a guarantee from [guarantor]] shall be retained, escrowed or provided for a period of [number] months after Completion.

The Seller waives all rights of contribution, indemnity or subrogation against the Business, the Buyer, the Purchased Assets and the Transferring Employees in respect of any amounts paid by the Seller under this Agreement.

In consideration of the Purchase Price and in order to protect the goodwill of the Business purchased by the Buyer, the Seller undertakes to the Buyer that it shall not, and shall procure that its affiliates, owners and controlling persons shall not, directly or indirectly, for the Restricted Period, carry on, be engaged, concerned or interested in, or provide services to, any business within the Territory that competes with the Business (a "Competing Business"), whether as principal, agent, owner, shareholder, partner, lender, consultant, employee or otherwise.

The Seller shall not, and shall procure that its affiliates shall not, during the Restricted Period, directly or indirectly: (i) solicit, canvass, or entice away, or deal with, any person who was a customer or prospective customer of the Business during the [24] months before Completion, for the purposes of a Competing Business; (ii) solicit, interfere with or entice away any supplier, distributor or other business contact of the Business, or induce any of them to reduce or cease dealing with the Business or the Buyer; or (iii) solicit, entice away or employ, or attempt to employ, any person who was employed or engaged in the Business, or who is employed or engaged by the Buyer in connection with the Business, in the [12] months before or any time after Completion.

The Seller shall not, at any time after Completion, use the name of the Business, or any name, mark, domain or logo confusingly similar to the Business's names, marks, domains or logos, and shall not represent that it is connected with the Business or the Buyer, or disparage the Business, the Buyer, or their respective officers, directors or employees.

The Seller acknowledges that: (i) the covenants in this Section are reasonable in scope, geography and duration, and are necessary to protect the legitimate interests of the Buyer in the goodwill, confidential information and customer connections it is acquiring; (ii) a material part of the Purchase Price is paid for the goodwill of the Business; and (iii) it has taken independent legal advice. Each covenant is separate, distinct and severable, and constitutes a separate covenant for each Territory and for each period.

If any covenant in this Section is found invalid or unenforceable but would be valid if part of the wording were deleted or the scope or duration reduced, it shall apply with such modification as is necessary to make it valid and enforceable. If the Seller breaches this Section, the Restricted Period shall be extended by the period of the breach.

The Seller acknowledges that damages alone would not be an adequate remedy for breach of this Section, and that the Buyer shall be entitled to seek injunctive relief, specific performance and other equitable relief, without proof of actual damages and without posting bond, in addition to any other remedy, including an account of profits and suspension of payments under Section 6.

Nothing in this Section prevents the Seller from holding, solely as a passive investment, up to [percentage]% of the securities of a publicly traded company, provided that the Seller does not participate in the management of such company.

The Seller shall, and shall procure that its affiliates and advisers shall, keep strictly confidential, and shall not disclose or use, any Confidential Information, except (i) to the extent required by law, court order or a regulatory authority, in which case the Seller shall give the Buyer prior notice (to the extent lawful) and shall disclose only the minimum required, or (ii) to its professional advisers who are bound by obligations of confidentiality.

With effect from Completion, all Confidential Information relating to the Business and the Purchased Assets shall be treated as the Confidential Information of the Buyer, and the Seller shall, on request, deliver to the Buyer or destroy all documents and materials containing it, and confirm in writing that it has done so.

The Buyer shall keep confidential the terms of this Agreement and the Seller's non-public information that is not related to the Business, subject to the Buyer's right to disclose to its affiliates, financiers, investors, insurers, prospective purchasers and advisers on a confidential basis, and as required by law, a court, or regulatory authority.

No Party shall make or permit any public announcement, press release or communication concerning this Agreement or the transaction contemplated by it, without the prior written consent of the Buyer, in the case of any announcement by the Seller, or of the Seller (not to be unreasonably withheld), in the case of any announcement by the Buyer, save as required by law.

The Buyer may, following Completion, announce the acquisition of the Business and communicate to customers, suppliers, employees and the public that it has acquired and is carrying on the Business, in such form as it shall determine.

The obligations in this Section shall survive Completion and any termination of this Agreement and shall continue for [number] years after Completion or termination, as applicable, and, in respect of trade secrets, for as long as such information remains a trade secret.

This Agreement may be terminated at any time before Completion: (i) by mutual written agreement of the Parties; (ii) by the Buyer, by written notice to the Seller, if any condition in Section 8 has become incapable of being satisfied or has not been satisfied or waived by the Long-Stop Date; (iii) by the Buyer, by written notice, if the Seller is in material breach of this Agreement, or any Warranty is or becomes untrue, inaccurate or misleading in any material respect; or (iv) by the Buyer, if there is a material adverse change in the Business, or the Seller becomes insolvent or subject to any insolvency or similar event.

The Seller may terminate this Agreement only if the Buyer fails to complete in breach of this Agreement within [number] Business Days after receiving written notice from the Seller specifying the failure and requiring Completion, provided that all the conditions in Section 8 have been satisfied or waived and the Seller is itself ready, willing and able to complete.

Termination shall be without prejudice to any right or remedy accrued before termination, including any claim for breach of this Agreement. Following termination, neither Party shall have further obligations under this Agreement except under the provisions that are expressed or intended to survive termination, including Section 1, Section 16, Section 17 and Section 18.

If the Buyer terminates this Agreement under paragraphs (iii) or (iv) of the first clause of this Section, the Seller shall reimburse the Buyer, within [10] Business Days after demand, for all costs and expenses (including due diligence, legal, financial and advisory costs) incurred by the Buyer in connection with this Agreement and the proposed transaction, up to an amount of [amount], without prejudice to the Buyer's right to claim additional damages.

The Buyer shall be entitled, after Completion, to rescind this Agreement by written notice to the Seller if, within [number] months after Completion, it is discovered that the Seller has made a fraudulent or materially incorrect Warranty, or that the Business, the Purchased Assets or the Assumed Contracts are materially different from those represented to the Buyer. On rescission, the Seller shall repay the Purchase Price paid to the Seller, together with interest at [rate], within [30] days, and the Buyer shall re-transfer the Purchased Assets then held by it, less any deterioration caused by the Seller's breach.

Each Party shall bear its own costs of preparing and negotiating this Agreement, except as otherwise expressly provided, and save that the Seller shall bear all costs of obtaining consents, discharging Encumbrances and performing its obligations for the transfer of the Purchased Assets.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws rules.

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination (a "Dispute"), through good-faith negotiations between senior executives of the Parties for a period of [30] days after written notice of the Dispute.

If the Dispute is not resolved within that period, it shall be finally resolved by [arbitration under the rules of [arbitral institution] by [number] arbitrator(s) / the courts of [jurisdiction]]. The seat or place of arbitration shall be [city, country], the language of the proceedings shall be English, and the award shall be final and binding on the Parties.

Disputes as to the calculation of the Purchase Price adjustment, the allocation of the Purchase Price, or the Earn-Out Payment shall be referred to an independent accounting firm of recognized standing, agreed by the Parties or, failing agreement within [10] Business Days, appointed by [appointing body]. The firm shall act as an expert and not as an arbitrator, and its determination shall be final and binding save for manifest error. Its costs shall be borne as provided in Section 6 or, otherwise, equally by the Parties.

Nothing in this Section shall prevent the Buyer from seeking urgent injunctive, interim or conservatory relief, specific performance or enforcement of Sections 15 and 16 from any court of competent jurisdiction, and the Seller irrevocably submits to the jurisdiction of such courts for such purposes.

This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, understandings and agreements. No amendment is effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall operate as a waiver of it.

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace it with a valid provision of similar economic effect. The Seller may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Buyer, whereas the Buyer may assign its rights to any affiliate, financier, or successor to the Business without consent. Notices shall be in writing and delivered to the addresses set out in the signature section, or such other address as a Party notifies. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original, and all of which together constitute one instrument.