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Selling your online business?Sale of Online Business

The Sale of Business Practice Manual NSW has been updated with a new precedent. The Practice Manual now contains a Contract for the Sale of an Online Business. It is  based on  a foreign company buying an Australian based online business. The contract includes:

  • Definitions and interpretation
  • Assets to be sold
  • No encumbrances
  • Passing of title and risk
  • Consideration
  • Deferred Consideration
  • Certification of Net Revenue
  • Acceptance procedure
  • Dispute resolution
  • Basis of preparation of the Management Accounts
  • Vendor protections
  • Timing of payment
  • Completion
  • Where completion takes place
  • What happens on Completion
  • Warrantors’ indemnity
  • Post Completion
  • Enquiries in respect of the Business
  • Preservation of books and records
  • Receipt of monies following Completion
  • Rights under the Contracts
  • Assignment of Contracts
  • Contracts that are not able to be assigned
  • Employees
  • Vendor’s Indemnity
  • Vendor to pay Employees
  • Reimbursement of remuneration
  • Liabilities
  • Contracts not assigned
  • Restrictive covenants
  • Form of covenants
  • Separate undertakings
  • Warranties
  • Grossing up
  • Reduction of consideration
  • Limitations on Vendor’s liability
  • Disclosure
  • Limitations of liability
  • Restrictions on claims
  • Mitigation
  • Contingent matters
  • Recovery from third parties
  • Conduct of Warranty Claims
  • Notification
  • No liability for delay
  • Conduct of claims
  • Entire Agreement
  • Assignment
  • Variation
  • Effect of Completion
  • Invalidity
  • Releases and waivers
  • Further assurance
  • Counterparts
  • Confidentiality
  • Default interest
  • Set-off
  • Announcements
  • Costs and expenses
  • Notices
  • Form of Notices
  • Deemed service
  • When deemed service does not apply
  • Proof of service
  • Delaying service
  • Governing law and jurisdiction
  • Schedule 1 – Warranties
  • Schedule 2 –Shareholders
  • Schedule 3 – Apportionment
  • Schedule 4 – Moveable assets
  • Schedule 5 – Contracts

28 pages long. This precedent is available for immediate download.

While there are several websites you can go to buy or sell an online business, each one has certain qualities that impact the buying and selling process which makes it a slightly different experience.  You can download your sale of online business here.

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