Business Assets Purchase Agreement or hive-down

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Template: Purchase of Business Assets Agreement or hive-down 

Introduction to business sales

What Net Lawman says about this template:

"The most important feature of this agreement is that the seller gives no warranties. Risk for the assets bought is taken entirely by the purchaser.

It can be used for the sale of any type or combination of types of assets including machinery and equipment, stock, and work in progress. The only type of asset which it cannot transfer is real property (land and buildings), for which the involvement of a solicitor is required by law.

The document could be used in many situations, including the following:

• A hive-down, where assets are disposed to a company, possibly a shell, in order for the shares in that company to be subsequently sold. It may be more tax efficient for the ultimate buyer to purchase the assets within a company structure rather than as assets by themselves, yet he or she may not want the obligations or the history of the original business.

• A hive-up, where assets are bought by a parent business in order for the subsidiary to be sold separately or liquidated.

• A sale by a liquidator or administrator or trustee in bankruptcy.

• The owner of an unincorporated business wishes to sell assets so that he or she can move to another area, close the business or change the strategic direction of the business.

• The owner of insurance re-claimed or fire-damaged goods wishes to sell them as seen.

• A person is declared insolvent and the receiver is selling the assets as per order of the court.

• The counter party – the acquirer – may be any person, business or other organisation.

  Features

This agreement is written in plain English, and is drawn for maximum flexibility and ease of use.

Key features are:

• one step completion - buyer makes payment and take possession of goods

• is not specific to any particular industry

• can include sale of intellectual property

• includes only the most basic warranties

• provides options for payment

• allow you to construct commercial terms to suit your exact business needs

• includes practical and commercial help and suggestions"

Detailed guidance notes are provided with each template. Net Lawman offers a money back guarantee if the document is not what you need, as well as a legal review option if you want some professional assistance when you are drawing up your documents.

Notice: Please note that the information provided on this page:

• Does not provide a complete or authoritative statement of the law;
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• Does not create a contractual relationship;
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