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Restaurant Asset Purchase Agreement
"I need a Restaurant Asset Purchase Agreement for acquiring a South Indian restaurant in Mumbai, including all kitchen equipment, furniture, and existing licenses, with closing planned for March 2025. The agreement should include employee transfer provisions for 12 existing staff members."
1. Parties: Identification of the Seller and Purchaser with complete legal names and addresses
2. Background: Context of the transaction, brief description of the restaurant business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including specific restaurant industry terminology
4. Sale and Purchase of Assets: Detailed description of assets being transferred, including equipment, inventory, furniture, fixtures, and other tangible assets
5. Purchase Price and Payment Terms: Total consideration, payment structure, adjustments, and escrow arrangements if any
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Seller's Representations and Warranties: Representations regarding ownership, condition of assets, licenses, permits, compliance with food safety laws, and absence of litigation
8. Purchaser's Representations and Warranties: Standard representations regarding authority, capacity, and ability to complete the transaction
9. Covenants: Pre-closing and post-closing obligations of both parties, including operational matters and transition arrangements
10. Indemnification: Mutual indemnification provisions and procedures for claims
11. Termination: Circumstances under which the agreement may be terminated and consequences
12. Governing Law and Dispute Resolution: Choice of law (Indian law) and dispute resolution mechanisms
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement clause
1. Employee Matters: Include when employees are being transferred as part of the transaction
2. Intellectual Property: Include when the sale includes transfer of brand name, recipes, or other IP
3. Real Property: Include when the transaction includes transfer of real estate or assignment of lease
4. Non-Compete: Include when restricting seller from competing in same area/business
5. Training and Transition Services: Include when seller agrees to provide operational training or transition support
6. Bulk Sales Compliance: Include when required by local laws for large asset transfers
7. Environmental Matters: Include when property is involved or environmental issues are a concern
1. Schedule A - Purchased Assets: Detailed inventory of all assets being transferred, including equipment specifications and conditions
2. Schedule B - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule C - Permits and Licenses: List of all operational permits, food safety certificates, and licenses
4. Schedule D - Equipment List: Detailed list of kitchen equipment, furniture, and fixtures with specifications
5. Schedule E - Inventory: List of food inventory, supplies, and other consumables included in sale
6. Schedule F - Contracts: List of assignable contracts, including supplier agreements and service contracts
7. Schedule G - Employee Information: Details of employees if transfer of employment is included
8. Schedule H - Purchase Price Allocation: Breakdown of purchase price across different asset categories
9. Appendix 1 - Form of Bill of Sale: Template for the formal transfer document
10. Appendix 2 - Form of Assignment and Assumption Agreement: Template for transfer of contracts and obligations
Authors
Food & Beverage
Hospitality
Restaurant Industry
Food Service
Retail
Commercial Real Estate
Franchise Business
Small Business
Hospitality Equipment
Food Distribution
Legal
Finance
Operations
Compliance
Real Estate
Mergers & Acquisitions
Business Development
Risk Management
Property Management
Commercial
Restaurant Owner
Business Development Manager
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Operations Manager
Property Manager
Franchise Manager
Business Broker
Mergers & Acquisitions Manager
Restaurant Manager
Compliance Officer
Food Safety Officer
Asset Manager
Commercial Director
Business Transfer Agent
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