Seller-Friendly Business Sale Agreement Template

"Business" means the business of [description of business activities] carried on by the Seller as of the Effective Date and up to the Closing Date under the trade name [trade name] from the premises located at [address of business premises], taken as a going concern. The term includes all of the operations, customer and supplier relationships, and commercial activities that constitute that business, but excludes the Excluded Assets and the Excluded Liabilities.

"Business Assets" means all of the assets, properties, rights and interests of the Seller used exclusively in the Business as of the Closing Date, other than the Excluded Assets. These comprise: (i) the goodwill of the Business, including the exclusive right of the Buyer to represent itself as carrying on the Business in succession to the Seller (the "Goodwill"); (ii) the plant, machinery, equipment, furniture, fixtures, tools, vehicles and other tangible movable property described as follows: [description of tangible assets]; (iii) the stock-in-trade, raw materials, work-in-progress and finished goods of the Business; (iv) the Business Intellectual Property; (v) the benefit of the Business Contracts; (vi) the customer lists, supplier lists, price lists, operating manuals and other books and records relating exclusively to the Business; and (vii) [any other specific assets]. For this purpose, "Business Intellectual Property" means the trade name [trade name], the domain names [domain names], the trademarks [trademarks], and all other intellectual property rights owned by the Seller and used exclusively in the Business.

"Business Contracts" means the agreements, purchase orders, sales orders, licenses, leases and other arrangements entered into by or on behalf of the Seller in connection with the Business that remain wholly or partly unperformed as of the Closing Date. This includes the following: [list of Business Contracts to be transferred]. It excludes any contract of employment and any contract constituting an Excluded Asset.

"Closing Date" means the date on which the completion of the sale and purchase of the Business (the "Closing") takes place in accordance with Section 8 (Closing and Closing Deliverables). The Closing shall be deemed effective as of [time] on that date (the "Effective Time").

"Disclosed Matters" means all facts, matters, circumstances and information that are fairly disclosed to the Buyer or any of its Representatives on or before the Effective Date, whether orally or in writing. This includes, without limitation: all documents and information made available in the virtual or physical data room relating to the Business; all written replies to the Buyer's due diligence requests; all information contained in the financial statements, books and records of the Business; and all matters that are a matter of public record or would have been revealed by searches of public registers or by a physical inspection of the Business Assets or the Business premises. "Representatives" means, in relation to a Party, its affiliates and the directors, officers, employees, agents, professional advisers and financiers of that Party and of its affiliates.

"Encumbrance" means any mortgage, charge, pledge, lien, security interest, assignment by way of security, title retention arrangement, hypothecation or other third-party right or interest securing any obligation of any person. It excludes any lien arising by operation of law in the ordinary course of business and any title retention arrangement entered into with suppliers in the ordinary course of the Business.

"Losses" means any and all actual losses, liabilities, damages, costs (including reasonable and properly incurred legal fees), charges and expenses. It excludes any indirect, consequential, special or punitive losses or damages, any loss of profit, revenue, goodwill or business opportunity, any diminution in value, and any losses calculated by reference to a multiple of earnings, revenue or any other metric.

"Seller's Knowledge" means the actual knowledge, as of the Effective Date, of [names and titles of designated individuals], without any obligation of inquiry or investigation. Any statement qualified by the expression "so far as the Seller is aware," "to the Seller's Knowledge" or any similar expression shall be construed accordingly. None of the designated individuals shall incur any personal liability by reason of being so designated.

In this Agreement, unless the context otherwise requires: (i) headings are for convenience only and do not affect interpretation; (ii) the singular includes the plural and vice versa, and any gender includes all genders; (iii) references to Sections are to the sections of this Agreement; (iv) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (v) references to a "person" include any individual, corporation, partnership, trust, unincorporated association, governmental authority or other entity; (vi) references to any agreement or document are to that agreement or document as amended, novated or supplemented from time to time; (vii) references to "written" or "in writing" include email but exclude any other form of electronic messaging; and (viii) no rule of construction shall apply to the disadvantage of a Party on the basis that such Party prepared this Agreement or any part of it.

The aggregate consideration for the sale of the Business and the Business Assets, and for the assumption by the Buyer of the Assumed Liabilities, shall be the sum of [amount in words] ([amount in figures]) [currency] (the "Purchase Price"). The Purchase Price is subject only to the apportionments and adjustments expressly provided for in Section 6 (Apportionments and Adjustments).

The Purchase Price shall be allocated among the Business Assets as follows: Goodwill, [amount]; tangible movable property, [amount]; stock-in-trade and work-in-progress, [amount]; Business Intellectual Property, [amount]; benefit of the Business Contracts, [amount]; and books and records, [amount]. Each Party shall report the transaction for all tax and accounting purposes consistently with this allocation. Neither Party shall take any position inconsistent with this allocation before any taxing authority, unless otherwise required by a final determination of a competent authority.

The Purchase Price has been agreed by the Parties on the basis that the Business is transferred as a going concern. It reflects the Buyer's independent assessment of the value of the Business, the Business Assets and the Goodwill, based on its own investigation and evaluation and on the Disclosed Matters.

The Purchase Price is exclusive of any value added tax, goods and services tax, sales tax, use tax or similar tax that may be chargeable on the sale of the Business or any of the Business Assets. If any such tax is chargeable, the Buyer shall pay it to the Seller in addition to the Purchase Price, against delivery of an appropriate invoice, at the same time as the Purchase Price becomes payable.

All stamp duties, transfer taxes, registration fees, documentary taxes, notarial fees and similar charges arising in connection with the transfer of the Business or any of the Business Assets shall be borne and paid exclusively by the Buyer. The Buyer shall indemnify the Seller and hold it harmless against any such charges and any interest or penalties relating to them.

Any payment made by the Seller to the Buyer in respect of a claim under this Agreement shall, to the extent permitted by applicable law, be treated as a reduction of the Purchase Price. Any payment made by the Buyer to the Seller under any indemnity contained in this Agreement shall, to the same extent, be treated as an increase of the Purchase Price.

No portion of the Purchase Price shall be deferred, retained, held back, placed in escrow or made contingent upon the future performance of the Business or upon the occurrence of any future event. The Buyer shall have no right to reduce the Purchase Price by reason of any matter other than as expressly provided in Section 6 (Apportionments and Adjustments).

Subject to the terms and conditions of this Agreement, the Seller shall sell, and the Buyer shall purchase, with effect from the Effective Time, the Business as a going concern together with the Business Assets, free from Encumbrances other than those that form part of the Disclosed Matters or that are discharged at or before Closing.

The Seller sells the Business Assets with such right, title and interest as the Seller has in them as of the Closing Date. Without prejudice to the representations and warranties expressly set forth in Section 12 (Representations and Warranties of the Seller), the Business Assets are transferred in their state and condition as of the Closing Date, on an "as is, where is" basis.

The Buyer shall assume, and shall pay, perform and discharge when due, the following liabilities and obligations (the "Assumed Liabilities"): (i) all liabilities and obligations arising under the Business Contracts from and after the Effective Time, whether or not they relate to performance falling due before or after that time, to the extent that the Seller has not received a corresponding payment that is retained by it; (ii) all liabilities and obligations in respect of the Transferring Employees, as provided in Section 11 (Employees); (iii) all liabilities arising out of or in connection with the ownership or operation of the Business or the Business Assets from and after the Effective Time; (iv) all liabilities in respect of product warranties, returns and customer credits relating to goods sold or services supplied by the Business, up to an aggregate amount of [amount]; and (v) [any other liabilities to be assumed].

The Buyer acknowledges that the Goodwill shall be transferred together with the exclusive right to use the trade name [trade name]. With effect from the Closing Date, the Seller shall cease to use that trade name in connection with any business similar to the Business. However, the Seller shall be entitled to: (i) retain and use its corporate name [Seller corporate name] in all circumstances; (ii) refer to its historical ownership and operation of the Business; and (iii) use any existing stationery, packaging and materials bearing that trade name for a period of [number] days after the Closing Date for the purposes of winding down its affairs.

The Buyer shall not be entitled to purchase only some of the Business Assets. The Seller shall not be obliged to complete the sale of any of the Business Assets unless the sale of all of the Business Assets is completed simultaneously in accordance with this Agreement.

The Seller shall be entitled, before Closing, to retain copies of any books, records and documents forming part of the Business Assets that it requires for tax, accounting, legal, regulatory or insurance purposes, or for the purpose of defending any claim. The Buyer shall preserve the originals of all such books, records and documents for a period of not less than [number] years after the Closing Date. During that period, upon reasonable notice, the Buyer shall grant the Seller and its Representatives reasonable access to them and the right to take copies, at no cost to the Seller.

Notwithstanding any other provision of this Agreement, the following assets, properties and rights of the Seller (the "Excluded Assets") are excluded from the sale and shall remain the property of the Seller: (i) all cash in hand, cash at bank, cash equivalents and deposits, including all security deposits paid to landlords or suppliers; (ii) all trade and other receivables and book debts owing to the Seller in respect of the period before the Effective Time, together with the benefit of any security or guarantee for them; (iii) all rights to tax refunds, credits or repayments relating to any period before the Effective Time; (iv) the Seller's corporate records, statutory books, tax returns and minute books; (v) the Seller's insurance policies and all rights and claims under them; (vi) all rights of the Seller under this Agreement and any document entered into pursuant to it; (vii) all claims, causes of action and rights of set-off of the Seller against third parties relating to the period before the Effective Time; and (viii) [any other excluded assets].

The Buyer shall not, by virtue of this Agreement or otherwise, assume or become liable for any of the following liabilities of the Seller (the "Excluded Liabilities"): (i) all trade creditors and accrued liabilities of the Business attributable to the period before the Effective Time, other than those constituting Assumed Liabilities; (ii) all taxes payable by the Seller on its income, profits or gains, including any taxes arising on the sale of the Business; (iii) all indebtedness for borrowed money of the Seller; and (iv) [any other excluded liabilities]. All liabilities and obligations relating to the Business that are not expressly identified as Excluded Liabilities shall, to the extent they arise or relate to the period from and after the Effective Time, constitute Assumed Liabilities.

The Seller shall be entitled to collect all receivables forming part of the Excluded Assets in the manner it considers appropriate. If, after the Closing Date, the Buyer receives any payment in respect of any such receivable, the Buyer shall hold it on trust for the Seller and shall account to the Seller for that payment, without any deduction or set-off, within [number] Business Days after receipt.

If, after the Closing Date, the Buyer receives any payment that relates to a Business Asset, the Buyer shall be entitled to retain it. If the Seller receives any such payment, the Seller shall account to the Buyer for it within [number] Business Days after receipt, less any costs reasonably incurred by the Seller in receiving it.

If any Excluded Asset is found, after the Closing Date, to be in the possession or control of the Buyer, the Buyer shall promptly notify the Seller and shall, at its own cost, deliver or transfer that Excluded Asset to the Seller as directed by the Seller. If any Business Asset is found to remain in the possession of the Seller, the Seller shall, upon written request of the Buyer and at the Buyer's cost, make it available for collection by the Buyer.

The Buyer shall provide the Seller with such reasonable assistance as the Seller may request, at the Seller's cost, in connection with the collection of receivables forming part of the Excluded Assets. This assistance includes providing access to relevant correspondence, information and records relating to customers of the Business. The Buyer shall not take any action that may prejudice the collection of those receivables.

The Buyer shall pay the entire Purchase Price, in a single lump sum, on the Closing Date as a condition of, and simultaneously with, Closing. The Buyer shall also pay any amount payable in addition to the Purchase Price under Section 2 (Purchase Price) at the same time.

All payments to be made by the Buyer under this Agreement shall be made by electronic funds transfer in immediately available funds, for value on the due date, to the following bank account of the Seller: account name [account name], account number [account number], bank [bank name], bank identifier code [bank identifier code]. The Seller may notify the Buyer in writing of another account not less than [number] Business Days before the relevant payment date. The Buyer shall be responsible for all bank charges incurred by it in effecting any such payment.

Receipt of the Purchase Price into the Seller's designated bank account shall constitute a full and valid discharge of the Buyer's obligation to pay it. The Seller shall not be concerned to see to the application of any sums so paid.

All sums payable by the Buyer under this Agreement shall be paid in full, without any set-off, counterclaim, deduction or withholding of any kind, whether arising under this Agreement or otherwise. This applies regardless of any claim the Buyer may have or allege against the Seller.

If the Buyer is required by applicable law to make any deduction or withholding from any sum payable under this Agreement, the Buyer shall pay such additional amount as will ensure that the Seller receives, after that deduction or withholding, the same amount it would have received had no deduction or withholding been required.

If the Buyer fails to pay any sum payable under this Agreement on its due date, the Buyer shall pay interest on the overdue amount at the rate of [percentage]% per annum, or the maximum rate permitted by applicable law if lower. Interest shall accrue on a daily basis from the due date until the date of actual payment, both before and after judgment, and shall be compounded [monthly/quarterly]. In addition, the Buyer shall reimburse the Seller for all costs incurred in recovering the overdue amount. This shall be without prejudice to any other rights or remedies of the Seller.

For the purposes of this Agreement, "Business Day" means any day other than a Saturday, a Sunday or a public holiday on which commercial banks are generally open for business in [city of reference].

If the Purchase Price has not been received in full in the Seller's designated bank account on the Closing Date, the Seller shall not be obliged to proceed with Closing or to deliver any of the Seller's closing deliverables. The Seller shall be entitled to exercise the rights set forth in Section 8 (Closing and Closing Deliverables).

All periodic outgoings and receipts of the Business shall be apportioned between the Seller and the Buyer on a time basis as of the Effective Time. The Seller shall be responsible for, and entitled to, those relating to the period before the Effective Time. The Buyer shall be responsible for, and entitled to, those relating to the period from and after the Effective Time. Such outgoings and receipts include rent, service charges, utility charges, rates, license fees, insurance premiums payable in respect of transferring policies, subscriptions and similar items.

The Buyer shall pay to the Seller an amount equal to all prepayments made by the Seller before the Effective Time in respect of goods, services or benefits to be received by the Business on or after the Effective Time. This includes deposits paid to suppliers under the Business Contracts and advance payments of rent, license fees and subscriptions.

The Seller shall give the Buyer credit for any payment received by the Seller before the Effective Time in respect of goods or services that remain to be delivered or performed by the Business on or after the Effective Time under the Business Contracts. This credit shall be limited to the amount of such payment that relates to the undelivered or unperformed portion.

Within [number] Business Days after the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement setting out the amounts payable by each Party under this Section (the "Apportionment Statement"). The Apportionment Statement shall be prepared on the basis of the books and records of the Business and the Seller's reasonable estimates. Where final figures are not available, it shall be prepared on the basis of the most recent invoices or statements.

The Buyer may, within [number] Business Days after receipt of the Apportionment Statement, notify the Seller in writing of any objection to it. Any such notice shall specify in reasonable detail the items disputed, the grounds of dispute and the Buyer's proposed adjustments. If the Buyer does not deliver such notice within that period, the Apportionment Statement shall be final and binding on the Parties. Any items not specifically disputed in the Buyer's notice shall likewise be final and binding.

If the Parties do not resolve any disputed item within [number] Business Days after the Buyer's notice of objection, either Party may refer it for determination to an independent accountant appointed by agreement of the Parties or, failing agreement, nominated by [appointing body]. The independent accountant shall act as an expert and not as an arbitrator. Its determination shall be final and binding on the Parties in the absence of manifest error. Its fees shall be borne by the Parties in inverse proportion to the extent to which they succeed on the disputed items, as determined by the independent accountant.

The net amount payable by one Party to the other under this Section shall be paid within [number] Business Days after the Apportionment Statement becomes final and binding. Any outgoing or receipt that could not be ascertained when the Apportionment Statement was finalized shall be apportioned in the same manner, and paid within [number] Business Days after it has been ascertained.

The Parties acknowledge that the apportionments under this Section are the sole adjustments to the consideration payable for the Business. No adjustment shall be made by reference to working capital, net assets, inventory levels, indebtedness or any other financial metric of the Business as of the Closing Date.

Closing is conditional upon the satisfaction, or waiver in accordance with this Section, of the following conditions (the "Conditions"): (i) the receipt of the approvals, clearances or consents of the governmental or regulatory authorities identified as follows, where required by applicable law for the transfer of the Business: [list of required regulatory approvals]; (ii) the receipt of the consent of the landlord of the Business premises to the assignment of the lease of those premises to the Buyer or, at the Seller's election, to the grant of a new lease to the Buyer on substantially the same terms; (iii) the absence of any order or injunction of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement; and (iv) [any other conditions].

The Seller's obligation to complete Closing is further conditional upon each of the following: (i) the representations and warranties of the Buyer set forth in Section 13 (Representations, Warranties and Acknowledgments of the Buyer) being true and accurate in all respects on the Effective Date and on the Closing Date; (ii) the Buyer having performed and complied in all respects with all covenants and obligations required to be performed by it at or before Closing; and (iii) the Buyer having obtained all permits, licenses and registrations required to enable it to own the Business Assets and carry on the Business from the Closing Date.

The Buyer shall use its best endeavors, at its own cost, to procure the satisfaction of the Conditions as soon as practicable after the Effective Date and in any event by the Long Stop Date. For that purpose, the Buyer shall, within [number] Business Days after the Effective Date, make all filings and submissions required to be made by it to any governmental or regulatory authority. It shall also promptly provide all information, undertakings and commitments requested by any such authority or by the landlord of the Business premises. The Seller shall provide such reasonable cooperation as the Buyer may request. However, the Seller shall not be obliged to incur any cost, make any payment, give any guarantee or undertaking, or agree to any concession to any third party.

The Condition set out in item (ii) of the first paragraph of this Section and the Conditions set out in the second paragraph of this Section are for the sole benefit of the Seller. The Seller may waive them, in whole or in part, at any time by written notice to the Buyer. The remaining Conditions may be waived only by the written agreement of both Parties, to the extent permitted by applicable law.

Each Party shall promptly notify the other in writing upon becoming aware that any Condition has been satisfied, or that any Condition is incapable of being satisfied by the Long Stop Date.

If any Condition has not been satisfied or waived by [time] on [date] or such later date as the Seller may designate by written notice to the Buyer (the "Long Stop Date"), the Seller may terminate this Agreement by written notice to the Buyer, with immediate effect.

During the period between the Effective Date and Closing, the Seller shall carry on the Business in the ordinary course in all material respects. However, the Seller shall not be restricted from taking any action required by applicable law, by any existing contractual obligation, or in response to any emergency. Nor shall the Seller be required to make any capital expenditure or to incur any liability outside the ordinary course of the Business. The Buyer shall not, before Closing, contact any employee, customer, supplier or landlord of the Business in connection with the transactions contemplated by this Agreement without the prior written consent of the Seller.

Upon termination of this Agreement under this Section or Section 8 (Closing and Closing Deliverables), the provisions of this Agreement shall cease to have effect. The following shall survive: Section 1 (Definitions and Interpretation), Section 16 (Confidentiality and Public Announcements), Section 17 (Governing Law and Dispute Resolution), Section 18 (Miscellaneous Provisions), and any rights and liabilities of the Parties that have accrued before termination. If termination results from the Buyer's breach of any of its obligations under this Agreement, the Buyer shall indemnify the Seller against all Losses, costs and expenses incurred by the Seller in connection with this Agreement and the proposed sale of the Business.

Closing shall take place at [location] or by electronic exchange of documents on the date falling [number] Business Days after the date on which the last of the Conditions has been satisfied or waived, or on such other date as the Parties may agree in writing. Closing shall not take place later than the Long Stop Date.

At Closing, the Seller shall deliver, or make available, to the Buyer the following: (i) a bill of sale in respect of the tangible Business Assets, duly executed by the Seller; (ii) an assignment and assumption agreement in respect of the Business Contracts and the Assumed Liabilities, duly executed by the Seller; (iii) an assignment of the Business Intellectual Property in a form suitable for registration where registration is required, duly executed by the Seller; (iv) the written consents to assignment of the Business Contracts that the Seller has obtained by the Closing Date; (v) a certified copy of the resolution of the Seller's board of directors or equivalent governing body authorizing the execution and performance of this Agreement; and (vi) evidence of the release of any Encumbrance over the Business Assets that is not a Disclosed Matter, or an undertaking to procure such release promptly after Closing.

At Closing, the Buyer shall: (i) pay the Purchase Price in accordance with Section 5 (Payment of the Purchase Price); (ii) deliver to the Seller counterparts of each of the documents referred to in the preceding paragraph to which the Buyer is a party, duly executed by the Buyer; (iii) deliver a certified copy of the resolution of the Buyer's board of directors or equivalent governing body authorizing the execution and performance of this Agreement; (iv) deliver a certificate executed by an authorized officer of the Buyer confirming that the Conditions set out in the second paragraph of Section 7 (Conditions Precedent) have been satisfied; and (v) deliver such other documents as the Seller may reasonably require to give effect to the transactions contemplated by this Agreement.

Possession of the tangible Business Assets shall be given to the Buyer at Closing at the Business premises or at the location where those assets are situated on the Closing Date. Physical collection, removal, transportation and insurance of any Business Assets not located at the Business premises shall be the responsibility of the Buyer and at its sole cost. The Seller shall deliver the books and records forming part of the Business Assets at the Business premises.

The Seller's deliverables at Closing shall be limited to those expressly set out in this Section. Delivery of any Business Asset that is capable of transfer by delivery shall be effected by delivery of possession. Any other Business Asset shall be transferred by the relevant instrument of transfer referred to in this Section.

If the Buyer fails to comply with any of its obligations under this Section, the Seller may, without prejudice to any other rights or remedies available to it, by written notice to the Buyer elect to do any of the following: (i) defer Closing to a date not more than [number] Business Days after the originally scheduled Closing Date, in which case this Section shall apply to the deferred Closing; (ii) proceed to Closing so far as practicable, without limiting its rights under this Agreement; or (iii) terminate this Agreement with immediate effect.

None of the Seller, the Buyer or any of their respective Representatives shall be obliged to complete the sale and purchase of the Business unless all of the actions required to take place at Closing are completed simultaneously. Each of those actions shall be deemed to have taken place at the same time.

Legal title to, and beneficial ownership of, the Business Assets shall pass to the Buyer at the Effective Time, subject always to the Seller's receipt in full of the Purchase Price in cleared funds. Until such receipt, the Seller shall retain title to the Business Assets, irrespective of any delivery of possession that may have occurred.

Risk of loss of, or damage to, the Business Assets shall pass to the Buyer at the Effective Time. From that time, the Buyer shall be solely responsible for insuring the Business Assets and the Business.

If, before the Effective Time, any of the Business Assets is destroyed or damaged to such an extent that it cannot be used in the ordinary course of the Business, the Seller shall either repair or replace that Business Asset before Closing, or assign to the Buyer at Closing the benefit of any insurance proceeds receivable in respect of it, at the Seller's sole election. Upon such repair, replacement or assignment, the Buyer shall have no further claim against the Seller and no reduction in the Purchase Price.

The Seller's insurance policies shall not be transferred to the Buyer, and the Seller may cancel them with effect from the Effective Time. The Buyer shall arrange its own insurance cover for the Business Assets and the Business with effect from the Effective Time. The Buyer shall have no claim under any of the Seller's insurance policies in respect of any event occurring on or after the Effective Time.

Title to any Business Asset that is the subject of a title retention arrangement with a supplier, or that is held by the Seller under a lease, hire purchase or similar arrangement, shall pass only to the extent of the Seller's interest in it. The Buyer shall assume all obligations of the Seller under the relevant arrangement from the Effective Time.

Any Business Asset whose transfer requires registration with any public register shall be registered in the name of the Buyer at the Buyer's cost and initiative. The Seller shall execute such documents as are reasonably necessary for that purpose. Pending registration, the Seller shall hold the relevant asset as nominee for the Buyer, without incurring any liability other than for its own willful misconduct.

With effect from the Effective Time, the Seller shall assign to the Buyer, and the Buyer shall assume, all of the Seller's rights, benefits, obligations and liabilities under the Business Contracts. The Buyer shall perform and discharge all such obligations and liabilities in accordance with the terms of the Business Contracts, from the Effective Time and in place of the Seller.

Where the assignment or novation of a Business Contract requires the consent, approval or waiver of a counterparty or other third party, and that consent has not been obtained by Closing, this Agreement shall not constitute an assignment or an attempted assignment of that Business Contract. Instead, until the relevant consent is obtained: (i) the Seller shall hold that Business Contract for the benefit of the Buyer; (ii) the Buyer shall, as the Seller's subcontractor or agent, perform all of the obligations of the Seller under that Business Contract at the Buyer's cost, to the extent permitted by its terms; and (iii) the Seller shall account to the Buyer for any sums received by it under that Business Contract in respect of the period from the Effective Time, net of any costs incurred by the Seller in connection with it.

Both before and after Closing, the Buyer shall use its best endeavors, at its own cost, to obtain all consents required for the assignment or novation of the Business Contracts. To that end, it shall provide such financial information, guarantees, security and undertakings as any counterparty may reasonably require. The Seller shall provide reasonable assistance to the Buyer for that purpose. However, the Seller shall not be required to commence any legal proceedings, pay any sum, grant any concession, or give or maintain any guarantee or security.

If any consent required for the assignment of a Business Contract has not been obtained within [number] months after the Closing Date, or if any counterparty refuses its consent, the Seller may, by written notice to the Buyer, terminate the relevant Business Contract in accordance with its terms. The Buyer shall bear all costs and liabilities arising from such termination. The Seller's failure to obtain any such consent, and any termination of a Business Contract by a counterparty, shall not entitle the Buyer to any reduction of the Purchase Price, to rescind this Agreement, or to claim any compensation from the Seller.

The Buyer shall indemnify the Seller and keep it indemnified against all Losses suffered or incurred by the Seller arising out of or in connection with any Business Contract from and after the Effective Time. This includes any Losses arising from the Buyer's performance or non-performance of that Business Contract, whether that Business Contract has been assigned to the Buyer or is held by the Seller for the benefit of the Buyer under this Section.

Where any Business Contract relates partly to the Business and partly to other businesses or activities of the Seller, the Parties shall use reasonable endeavors to procure that the counterparty enters into a separate contract with the Buyer in respect of the part relating to the Business. Until then, the Seller shall continue to receive the benefit of, and the Buyer shall perform, the relevant part of that Business Contract on the terms set out in the second paragraph of this Section.

Following Closing, the Buyer shall promptly notify all customers and suppliers of the Business, in a form approved in advance by the Seller, that the Business has been transferred to the Buyer. In that notice, the Buyer shall instruct them to direct all future communications and payments relating to the Business, other than those relating to the Excluded Assets, to the Buyer.

In this Agreement, "Employees" means the individuals employed by the Seller wholly or mainly in the Business as of the Effective Date, being the following: [names, positions or numbers of employees]. "Transferring Employees" means those Employees whose employment transfers to the Buyer, whether by operation of law or by acceptance of an offer of employment made by the Buyer under this Section.

To the extent that applicable law provides for the automatic transfer of the employment of the Employees to the Buyer upon the transfer of the Business, the Parties acknowledge that the employment of the Employees shall transfer to the Buyer with effect from the Effective Time. Such transfer shall take place on the terms and conditions of employment applicable immediately before that time, and the Buyer shall comply with all of its obligations under applicable law in that respect.

To the extent that the employment of any Employee does not transfer to the Buyer by operation of law, the Buyer shall offer employment to each such Employee, not less than [number] Business Days before the Closing Date. The offer shall take effect from the Effective Time, on terms and conditions, including as to position, place of work, remuneration, benefits and recognition of continuous service, that are no less favorable in aggregate than those on which the Employee is employed by the Seller immediately before the Effective Time.

The Buyer shall assume, and shall be solely responsible for, all liabilities and obligations relating to the Transferring Employees arising from and after the Effective Time. This includes all remuneration, benefits, contributions, accrued but untaken holiday entitlements, and all severance, termination and redundancy payments, regardless of whether the length of service on which such payments are calculated includes periods of service with the Seller.

The Seller shall be responsible for all remuneration and benefits due to the Employees in respect of their employment up to the Effective Time, other than accrued but untaken holiday entitlements and any other accrued entitlements that the Buyer assumes under this Section. For any such accrued entitlements assumed by the Buyer, the Purchase Price is deemed to include appropriate compensation.

The Buyer shall indemnify the Seller and hold it harmless against all Losses arising out of or in connection with the following: (i) the employment or termination of employment of any Transferring Employee by the Buyer on or after the Effective Time; (ii) any failure by the Buyer to comply with its obligations under this Section or under applicable law in relation to the Employees; (iii) any change, or proposed change, by the Buyer to the terms and conditions of employment or working conditions of any Transferring Employee; and (iv) any Employee's refusal of employment with the Buyer, or objection to the transfer of their employment, where the Seller terminates that Employee's employment by reason of such refusal or objection.

The Buyer shall comply with all obligations to inform and consult with the Employees or their representatives in connection with the transactions contemplated by this Agreement, to the extent such obligations rest on the Buyer under applicable law. The Buyer shall provide the Seller, in good time, with all information the Seller reasonably requires to comply with its own obligations to inform and consult.

The Seller makes no representation or warranty, and gives no assurance, that any Employee will accept employment with the Buyer or will remain employed in the Business after the Closing Date. The departure of any Employee shall not entitle the Buyer to any adjustment of the Purchase Price or to any other remedy against the Seller.

Subject to the Disclosed Matters, and to the limitations set forth in Section 14 (Limitations on the Seller's Liability), the Seller represents and warrants to the Buyer, as of the Effective Date only, that the Seller is duly organized and validly existing under the laws of its jurisdiction of organization, and has the corporate power and authority to enter into and perform this Agreement. This Agreement constitutes legal, valid and binding obligations of the Seller, enforceable in accordance with its terms.

The execution, delivery and performance of this Agreement by the Seller do not and will not result in a breach of the Seller's constitutional documents, or of any order, judgment or decree of any court or governmental authority by which the Seller is bound.

The Seller is the legal and beneficial owner of the Business Assets and is entitled to sell them to the Buyer. At Closing, the Business Assets will be free from Encumbrances, other than those that are Disclosed Matters or that will be released at or promptly after Closing.

The financial statements of the Business for the financial year ended [date] (the "Accounts") have been prepared in accordance with [applicable accounting principles] consistently applied, and present fairly, in all material respects, the results of the Business for the period to which they relate. The Seller gives no warranty as to the accuracy of any forecast, projection, budget, estimate or other forward-looking statement, or of any management accounts, whether or not included in the Disclosed Matters.

To the Seller's Knowledge, the Seller has not received written notice of any material breach of, or default under, any Business Contract that remains unremedied. Also to the Seller's Knowledge, no counterparty to any material Business Contract has given written notice of its intention to terminate that contract.

To the Seller's Knowledge, there is no litigation, arbitration or administrative proceeding pending or threatened in writing against the Seller in connection with the Business that, if adversely determined, would have a material adverse effect on the Business as a whole.

To the Seller's Knowledge, the Seller has in all material respects carried on the Business in compliance with applicable laws during the [number] years preceding the Effective Date. Also to the Seller's Knowledge, the Seller has not received any written notice from any governmental authority alleging a material violation of applicable law in connection with the Business that remains unresolved.

To the Seller's Knowledge, the use of the Business Intellectual Property in the Business as carried on as of the Effective Date does not infringe the intellectual property rights of any third party. The Seller has not received any written claim alleging such infringement.

The representations and warranties set out in this Section are the only representations and warranties given by the Seller in connection with the Business, the Business Assets and the transactions contemplated by this Agreement. Each of them is given only as of the Effective Date and shall not be deemed repeated at the Closing Date or at any other time. Each of them is separate and independent. To the fullest extent permitted by applicable law, all other representations, warranties, conditions and terms, whether express or implied, statutory or otherwise, are hereby expressly excluded. This includes any implied warranty of merchantability, fitness for a particular purpose, condition, quality or profitability of the Business or the Business Assets.

The Buyer represents and warrants to the Seller, as of the Effective Date and as of the Closing Date, that the Buyer is duly organized and validly existing under the laws of its jurisdiction of organization, and has the full power and authority to enter into and perform this Agreement. This Agreement constitutes legal, valid and binding obligations of the Buyer, enforceable in accordance with its terms.

The Buyer further represents and warrants that the execution, delivery and performance of this Agreement by the Buyer do not and will not result in a breach of: (i) the Buyer's constitutional documents; (ii) any agreement or instrument to which the Buyer is a party or by which it is bound; or (iii) any law, order, judgment or decree applicable to the Buyer.

The Buyer further represents and warrants that it has, and will have at Closing, immediately available funds sufficient to pay the Purchase Price and all other amounts payable by it under this Agreement. The Buyer's obligations under this Agreement are not conditional upon its obtaining any financing.

The Buyer further represents and warrants that it is not insolvent or unable to pay its debts as they fall due. No proceedings have been commenced or threatened for its winding-up, dissolution, administration or reorganization, or for the appointment of a receiver, administrator, liquidator or similar officer over it or any of its assets.

The Buyer acknowledges that it is a sophisticated purchaser, experienced in the acquisition and operation of businesses of the same nature as the Business. It further acknowledges that it has been given full opportunity to conduct, and has conducted, its own independent investigation, review and analysis of the Business, the Business Assets, the Business Contracts, the Employees and the Assumed Liabilities, with the assistance of its own professional advisers. It has been furnished with, or given full access to, all information it has requested, and it is satisfied with the results of that investigation.

The Buyer acknowledges and agrees that, in entering into this Agreement, it has relied solely on its own investigation and on the representations and warranties expressly set forth in Section 12 (Representations and Warranties of the Seller). It has not relied on, and has not been induced by, any other statement, representation, warranty, forecast, projection, opinion, information or assurance, whether written or oral, made or given by or on behalf of the Seller or any of its Representatives. Neither the Seller nor any of its Representatives shall have any liability to the Buyer in respect of any such other statement or information, save in the case of fraud.

The Buyer acknowledges that it is not aware of any fact, matter or circumstance that constitutes, or would reasonably be expected to give rise to, a breach of any of the representations and warranties of the Seller set forth in Section 12 (Representations and Warranties of the Seller).

The Buyer acknowledges that, save as expressly set forth in Section 12 (Representations and Warranties of the Seller), it acquires the Business and the Business Assets in their existing state and condition. It accepts the Business Assets "as is, where is" and with all faults, whether patent or latent. It shall not be entitled to make any claim against the Seller in respect of the state, condition, quality, fitness, profitability or prospects of the Business or any of the Business Assets.

The Seller shall not be liable for any claim under or in connection with this Agreement, including any claim for breach of the representations and warranties in Section 12 (Representations and Warranties of the Seller) and any claim under Section 15 (Indemnification) (each, a "Claim"), in any of the following circumstances. First, the Seller shall not be liable for any individual Claim, or series of related Claims arising from the same facts, where the amount of the Seller's liability would be less than [amount]; any such Claim shall be disregarded for all purposes. Second, the Seller shall not be liable unless and until the aggregate amount of the Seller's liability for all Claims not so disregarded exceeds [amount]. In that event, the Seller shall be liable only for the amount of such excess.

The aggregate liability of the Seller in respect of all Claims shall not exceed an amount equal to [percentage]% of the Purchase Price. The aggregate liability of the Seller in respect of all claims of any nature under or in connection with this Agreement and the transactions contemplated by it shall in no event exceed the Purchase Price actually received by the Seller.

The Seller shall not be liable for any Claim unless the Buyer has given written notice of that Claim to the Seller within [number] months after the Closing Date. That notice must specify in reasonable detail the nature of the Claim, the facts and circumstances giving rise to it, and the Buyer's good-faith estimate of the amount claimed. Any Claim so notified shall be deemed irrevocably withdrawn and waived, unless legal proceedings in respect of it have been both commenced and served on the Seller within [number] months after the date of that notice.

The Seller shall not be liable for any Claim to the extent that the fact, matter or circumstance giving rise to it: (i) is a Disclosed Matter; (ii) was within the actual or constructive knowledge of the Buyer or any of its Representatives before the Effective Date; (iii) arises from any act, omission or transaction carried out by or at the written request or with the consent of the Buyer; (iv) arises from any change in law, regulation, administrative practice or accounting policy after the Effective Date, including any change having retrospective effect; or (v) would not have arisen but for any act, omission, change in business practice or cessation of any part of the Business by the Buyer after Closing.

The Seller shall not be liable for any Claim that is contingent or unquantifiable unless and until it becomes an actual liability and is due and payable. Nor shall the Seller be liable to the extent that the Loss giving rise to the Claim is recoverable by the Buyer under any policy of insurance, or would have been so recoverable had the Buyer maintained insurance cover customary for a business of the nature of the Business. Equally, the Seller shall not be liable to the extent that the Loss is recoverable from any other third party.

The Buyer shall not be entitled to recover more than once in respect of the same Loss, regardless of whether that Loss may give rise to more than one Claim. The Buyer shall take, and shall procure that its Representatives take, all reasonable steps to avoid or mitigate any Loss that may give rise to a Claim. The Seller shall not be liable for any Loss to the extent that it results from the Buyer's failure to do so.

If the Seller pays any amount in respect of a Claim, and the Buyer subsequently recovers from a third party any amount relating to the Loss giving rise to that Claim, the Buyer shall promptly repay to the Seller the lesser of the amount so recovered, net of reasonable costs of recovery, and the amount paid by the Seller. The Buyer shall not be entitled to rescind or terminate this Agreement after Closing for any reason, including any breach of the representations and warranties of the Seller.

None of the limitations set forth in this Section shall apply to any Claim to the extent that it arises from the fraud of the Seller. Equally, none of them shall apply to any liability which, under applicable law, cannot be limited or excluded.

Subject to the limitations set forth in Section 14 (Limitations on the Seller's Liability), the Seller shall indemnify the Buyer against all Losses actually suffered or incurred by the Buyer arising directly from: (i) any Excluded Liability; or (ii) any breach of the representations and warranties set forth in Section 12 (Representations and Warranties of the Seller). In the case of item (ii), the measure of Losses shall be the amount by which the value of the Business Assets is reduced as a direct consequence of the breach. The Seller's liability under the indemnities in this Section shall be limited to Losses directly attributable to the relevant matter. It shall not extend to any matter caused or contributed to by the Buyer or its Representatives.

The Buyer shall indemnify the Seller and its Representatives, and keep them indemnified, against all losses, liabilities, damages, costs (including legal fees) and expenses suffered or incurred by any of them, on a full indemnity basis, arising out of or in connection with any of the following: (i) any Assumed Liability; (ii) the ownership, operation or management of the Business or the Business Assets from and after the Effective Time; (iii) any breach of the representations, warranties or acknowledgments of the Buyer set forth in Section 13 (Representations, Warranties and Acknowledgments of the Buyer); or (iv) any breach by the Buyer of any covenant or obligation under this Agreement. The indemnities given by the Buyer under this Section are in addition to, and not in substitution for, the other indemnities given by the Buyer under this Agreement.

If either Party becomes aware of any claim, demand or proceeding by a third party that may give rise to a claim for indemnification under this Section (a "Third-Party Claim"), it shall notify the other Party in writing within [number] Business Days of becoming aware of it. That notice shall specify in reasonable detail the nature of the Third-Party Claim and the amount claimed. The Party giving notice shall provide the other Party and its Representatives with reasonable access to the relevant premises, personnel, documents and records for the purpose of assessing the Third-Party Claim.

Where the Seller is the indemnifying Party in respect of a Third-Party Claim, the Seller shall be entitled, at its election and by written notice to the Buyer, to assume and control the defense, negotiation and settlement of that Third-Party Claim in the name of the Buyer, with legal advisers of its own choosing. In that case, the Buyer shall provide all such cooperation and assistance as the Seller may reasonably request. Until the Seller has notified the Buyer of its decision whether to assume the defense, and at all times thereafter, the Buyer shall not admit liability in respect of, or compromise, settle or otherwise dispose of, the Third-Party Claim without the prior written consent of the Seller.

The Seller's obligations in respect of any Third-Party Claim shall be discharged in full upon the Seller paying, or procuring the payment of, the amount of that Third-Party Claim as finally determined or settled, subject always to the limitations set forth in Section 14 (Limitations on the Seller's Liability).

Any claim for indemnification against the Seller that does not involve a Third-Party Claim shall be notified to the Seller in writing in accordance with the notice requirements of Section 14 (Limitations on the Seller's Liability). The Seller shall have a period of [number] Business Days after receipt of that notice to remedy the matter giving rise to the claim, if it is capable of remedy. If the Seller does so within that period, it shall have no liability in respect of that matter.

The rights and remedies set forth in this Section, together with the limitations in Section 14 (Limitations on the Seller's Liability), constitute the sole and exclusive remedy of the Buyer for any breach of this Agreement and for any matter relating to the Business, the Business Assets or the transactions contemplated by this Agreement. This exclusivity applies whether a claim sounds in contract, tort, misrepresentation, breach of statutory duty or otherwise, save in the case of fraud. The Buyer hereby waives, to the fullest extent permitted by applicable law, any other right or remedy that might otherwise be available to it.

Each Party shall keep confidential, and shall procure that its Representatives keep confidential, the terms of this Agreement, the negotiations relating to it, and all information received or obtained by it from the other Party in connection with this Agreement (together, "Confidential Information"). Each Party shall not use any Confidential Information for any purpose other than the performance of its obligations and the exercise of its rights under this Agreement.

Prior to Closing, and at all times if Closing does not occur, all information relating to the Business shall constitute Confidential Information of the Seller. If Closing does not occur, the Buyer shall promptly return to the Seller, or destroy, all documents and materials containing such Confidential Information, and shall confirm in writing that it has done so.

Following Closing, the Seller shall be entitled to retain and use any information relating to the Business that it requires in order to: (i) comply with legal, tax, regulatory or accounting requirements; (ii) exercise or enforce its rights under this Agreement; (iii) defend any claim; or (iv) collect the receivables forming part of the Excluded Assets. All other information relating exclusively to the Business shall be kept confidential by the Seller, save as permitted by this Section.

The obligations of confidentiality in this Section shall not apply to any information that: (i) is or becomes generally available to the public other than as a result of a breach of this Section; (ii) was lawfully in the possession of the receiving Party before its disclosure, free of any obligation of confidence; or (iii) is lawfully received from a third party who is not under an obligation of confidence in respect of it.

A Party may disclose Confidential Information to the extent required by applicable law, by any governmental, regulatory or supervisory authority, by the rules of any stock exchange on which its securities are listed, or by any court of competent jurisdiction. Before any such disclosure, the disclosing Party shall, to the extent permitted by law, consult with the other Party as to the timing and content of the disclosure. A Party may also disclose Confidential Information to its Representatives who need to know it for the purposes of this Agreement, provided that such Representatives are bound by obligations of confidentiality no less stringent than those in this Section. The disclosing Party shall remain responsible for any breach of confidentiality by its Representatives.

No announcement, press release or public statement concerning this Agreement or the transactions contemplated by it shall be made by or on behalf of the Buyer without the prior written approval of the Seller as to its content, form and timing. Such approval shall not be unreasonably withheld. The Seller may announce the sale of the Business to its own shareholders, creditors, customers and employees in such manner as it considers appropriate.

The obligations under this Section shall survive Closing and any termination of this Agreement, and shall continue for a period of [number] years thereafter.

This Agreement, and any dispute, controversy or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

If any dispute, controversy or claim arises out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination (a "Dispute"), either Party may give written notice of the Dispute to the other Party. The notice shall set out the nature of the Dispute in reasonable detail. Senior representatives of each Party with authority to settle the Dispute shall meet, in person or by video conference, within [number] Business Days after receipt of such notice and attempt in good faith to resolve the Dispute by negotiation.

If the Dispute is not resolved within [number] Business Days after the notice referred to in the preceding paragraph, the Dispute shall be finally resolved by [binding arbitration administered by [arbitral institution] in accordance with its rules in force at the time of commencement of the arbitration / the courts of [jurisdiction], to whose exclusive jurisdiction the Parties hereby irrevocably submit].

Where arbitration applies, the following shall govern the arbitration: the tribunal shall consist of [one/three] arbitrator(s); the seat of arbitration shall be [city]; the language of the arbitration shall be English; and the award of the tribunal shall be final and binding on the Parties. Judgment on the award may be entered by any court of competent jurisdiction.

Any Dispute concerning the Apportionment Statement shall be resolved exclusively in accordance with the expert determination procedure set forth in Section 6 (Apportionments and Adjustments). This Section shall not apply to such a Dispute, save for the enforcement of the expert's determination.

Nothing in this Section shall prevent the Seller from seeking interim, conservatory or injunctive relief, or from bringing proceedings for the recovery of any sum due and payable by the Buyer under this Agreement, before any court of competent jurisdiction.

The Buyer irrevocably appoints [name and address of process agent] as its agent to receive service of process in any proceedings relating to this Agreement in [jurisdiction]. If that agent ceases to act, the Buyer shall promptly appoint a replacement and notify the Seller of its details. To the extent permitted by applicable law, each Party irrevocably waives any right it may have to a trial by jury in any proceedings arising out of or in connection with this Agreement.

This Agreement, together with the documents to be delivered at Closing under it, constitutes the entire agreement between the Parties relating to its subject matter. It supersedes and extinguishes all prior drafts, agreements, arrangements, understandings, letters of intent, term sheets and representations, whether written or oral, relating to that subject matter. The confidentiality undertaking dated [date], if any, shall nevertheless continue in force until Closing.

The Buyer shall not assign, transfer, charge, subcontract, declare a trust over or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Seller. The Seller may assign the benefit of this Agreement, in whole or in part, to any of its affiliates or to any person providing finance to it, upon written notice to the Buyer.

Any notice under or in connection with this Agreement shall be in writing and shall be delivered by hand, by internationally recognized courier, or by email to the following addresses: in the case of the Seller, [Seller notice address], email [Seller email address], marked for the attention of [name]; and in the case of the Buyer, [Buyer notice address], email [Buyer email address], marked for the attention of [name]. A Party may change these details by notice to the other Party. Any notice shall be deemed received: if delivered by hand or courier, at the time of delivery; and if sent by email, at the time of transmission, provided no notice of delivery failure is received. However, any notice deemed received outside [business hours] on a Business Day, or on a day that is not a Business Day, shall be deemed received at [time] on the next Business Day.

Save as otherwise expressly provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the documents referred to in it. This includes the fees of its legal, financial and other advisers.

From time to time after Closing, the Seller shall execute such further documents and do such further acts as the Buyer may reasonably require to vest the Business Assets in the Buyer. The Buyer shall make any such request in writing and bear all associated costs.

No amendment or variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party. No failure or delay by a Party in exercising any right or remedy under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it. Any waiver shall be effective only if given in writing, and only in the instance and for the purpose for which it is given.

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision shall be deemed deleted. In either case, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected.

Save as expressly provided in this Agreement in respect of the Seller's Representatives, a person who is not a Party shall have no right to enforce any term of this Agreement. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Parties.

This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by email in portable document format, or by means of a recognized electronic signature platform, shall be as effective as delivery of a manually executed original counterpart.