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The Restaurant Purchase Agreement is a vital legal document used when transferring ownership of a restaurant business in Hong Kong. It is essential for transactions involving the sale of established restaurants, cafes, or similar food service establishments. The agreement comprehensively covers all aspects of the business transfer, including physical assets, inventory, licenses, permits, intellectual property, employee contracts, and operational agreements. It must comply with Hong Kong's specific regulatory requirements, including the Business Registration Ordinance, Food Business Regulation, and Employment Ordinance. This document is particularly important in Hong Kong's dynamic restaurant market, where business transfers are common and require careful attention to local licensing and regulatory compliance. The agreement protects both buyer and seller by clearly defining the terms of sale, warranties, indemnities, and post-completion obligations.

1. Parties: Identification of the seller and purchaser, including full legal names and registration details

2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Purchase price, payment terms, deposits, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of the completion process, timing, and deliverables

9. Assets Transfer: Specific provisions regarding the transfer of business assets

10. Liabilities: Allocation of liabilities between parties

11. Employees: Treatment of existing employees and employment agreements

12. Licenses and Permits: Transfer or reapplication of necessary business licenses and permits

13. Warranties and Representations: Warranties given by both parties, particularly the seller's warranties about the business

14. Indemnities: Indemnification provisions for breaches and specific risks

15. Confidentiality: Obligations regarding confidential information

16. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability