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Restaurant Sale Agreement
"I need a Restaurant Sale Agreement for the sale of my small Nigerian restaurant business in Lagos, including kitchen equipment and assignment of lease, with completion planned for March 2025 and a 3-month transition period where I'll provide operational training to the buyer."
1. Parties: Identification of the seller and purchaser with full legal names and addresses
2. Background: Context of the sale, 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 terms of the transaction including the assets being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including deposit, payment method, and timing
6. Conditions Precedent: Conditions that must be met before completion of the sale
7. Due Diligence: Buyer's right to investigate the business and seller's obligations to provide information
8. Completion: Requirements and process for completing the sale
9. Seller's Warranties: Seller's representations about the business, assets, and liabilities
10. Assets Transfer: Specific provisions regarding the transfer of physical and intangible assets
11. Licenses and Permits: Transfer or reapplication of necessary business licenses and permits
12. Employee Matters: Treatment of existing employees and related liabilities
13. Restrictive Covenants: Non-compete and non-solicitation provisions
14. Confidentiality: Protection of business information during and after the sale
15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
16. Dispute Resolution: Process for handling disputes between parties
17. Notices: Method and addresses for formal communications between parties
18. Boilerplate Provisions: Standard contract clauses including severability, entire agreement, and amendments
1. Property Transfer: Required if the sale includes real estate property transfer
2. Lease Assignment: Required if the restaurant operates from leased premises
3. Stock Transfer: Required if the sale includes transfer of company shares rather than just assets
4. Intellectual Property: Required if the restaurant has valuable trademarks, recipes, or other IP
5. Training and Handover: Optional section for detailed transition arrangements
6. Third-Party Consents: Required if specific third-party approvals are needed
7. Environmental Compliance: Required if there are specific environmental concerns or requirements
8. Supplier Contracts: Required if key supplier relationships need special handling
9. Earn-out Provisions: Optional section for performance-based additional payments
1. Schedule 1 - Asset Inventory: Detailed list of all physical assets included in the sale
2. Schedule 2 - Equipment List: Specific list of kitchen and restaurant equipment with conditions
3. Schedule 3 - Employee Information: List of employees with terms of employment and benefits
4. Schedule 4 - Licenses and Permits: Complete list of current licenses and permits
5. Schedule 5 - Lease Details: Copy or summary of lease terms if premises are leased
6. Schedule 6 - Financial Statements: Recent financial statements and trading information
7. Schedule 7 - Excluded Assets: List of assets specifically excluded from the sale
8. Schedule 8 - Supplier Contracts: List of existing supplier arrangements
9. Schedule 9 - Known Liabilities: List of all known liabilities affecting the business
10. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required
11. Appendix B - Handover Checklist: Detailed checklist for business handover process
Authors
Food & Beverage
Hospitality
Restaurant Industry
Food Service
Retail
Small Business
Franchising
Commercial Real Estate
Business Services
Legal Services
Legal
Finance
Operations
Compliance
Business Development
Property Management
Mergers & Acquisitions
Due Diligence
Corporate Affairs
Risk Management
Business Owner
Restaurant Owner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Business Development Manager
Restaurant Manager
Operations Director
Franchise Manager
Merger & Acquisition Specialist
Corporate Lawyer
Business Broker
Property Manager
Compliance Officer
Restaurant Consultant
Financial Controller
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