EXPLANATORY NOTES FOR THE SALE OF BUSINESS AGREEMENT- WITH EMPLOYEES AND WITH A RESTRAINT OF TRADE
This is a robust agreement that has been drafted or companies and close corporations that are selling their businesses as going concerns. Accordingly, it caters for the take-over of the seller’s staff and its employment obligations. It contains a restraint of trade that protects the buyer.
NOTE: this is an agreement for the sale of a business and NOT for the sale of shares.
This agreement is subject to suspensive conditions and resolutive conditions (relating to non-paying debtors); please consider whether competition commission approval is required.
PLEASE NOTE this agreement must be used in conjunction either with the unilaterally-applicable confidentiality undertaking that the seller may require of the purchaser, or the bi-laterally applicable confidentiality agreement that both parties may require of each other; both of the latter legal documents are available on this site and their conclusion is a suspensive condition of the sale of business agreement. Please ensure that the necessary confidentiality document is purchased and executed PRIOR to the conclusion of the sale of business agreement. Please also ensure that the necessary individual confidentiality undertaking is purchased.
IT IS NECESSARY to ensure that the relevant confidentiality arrangements are in place, especially if the transaction does not go through. All necessary confidentiality undertakings (both corporate and individual) as well as confidentiality agreements are available for sale on this site at nominal prices.
This SALE OF BUSINESS agreement with employees and a restraint of trade:
is legally substantive (21 pages in total); please feel free to look at the explanatory notes below and compare the substance of this agreement to others for sale elsewhere;
has pages numbered;
is fully justified;
is typed up using Bookman Old Style font, size 11;
has been meticulously spell-checked;
is extremely professional in its appearance;
has several drafting notes therein to guide a legal practitioner;
may be printed onto 21 A4 pages. (In the interests of the environment, it is suggested that the agreement rather be printed back to back on 11 pages.).
This SALE OF BUSINESS agreement contains the following clauses:
2. DEFINITIONS AND INTERPRETATION
5. PURCHASE CONSIDERATION
6. STOCK COUNT
7. RELEASE FROM GUARANTEES, SURETYSHIPS AND SUCH LIKE
8. POSSESSION, OWNERSHIP AND CONTROL
11. RESTRAINT OF TRADE
12. INSOLVENCY ACT PROVISIONS
13. SUNDRY PROVISIONS
15. DISPUTE RESOLUTION
17. ADDRESSES AND NOTICES
APPENDIX 1: FIXED ASSETS
APPENDIX 2: LEASED ASSETS
APPENDIX 3: TRADEMARKS, BRANDS AND DESIGNS
Please read carefully through the agreement and fill in all missing details; in preparing a signature document, please have regard to all the notes we have placed hereon to assist you with the conclusion of a professional, legally binding agreement.