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Sale of 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.

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