BUSINESS SALE AGREEMENT
THIS AGREEMENT is made on [insert date]
BETWEEN:-
(1) [Insert Name] (NRIC: ) [Insert Address] [Name] (NRIC: ) [Insert Address] , W. Persekutuan both are partners in the company known as Oceanic Spa De Wellness of [Insert Address]. (“the Vendors”)
(2) [Insert Name] (NRIC: ) [Insert Address] , [Name] (NRIC: ) [Insert Address] (“The Purchaser”).
1. The Vendors are the partners in the company known as Oceanic Spa De Wellness of [Insert Address] (hereinafter referred to as “the Company”)
2. The Vendors have rented a Property/Premises at No. [Insert Address] from the Landlord.
3. The Vendors have agreed to sell all their shares in the Company to the Purchasers subject to the following terms and conditions.
1. Interpretation
1.1 In this Agreement including the Schedule:-
(a) the following words and expressions have the following meanings, unless they are inconsistent with the context:-
“Business” means the business of SPA and Beauty known as [Insert Name] De Wellness of No. [Insert address] carried on by the Vendor at the Effective Date.
“Contracts” means the current contracts and engagements of the Vendor in relation to the Business.
“Creditors” means the aggregate amount owed by the Vendor in connection with the Business to or in respect of trade creditors and accrued charges as recorded in the books of account of the Business at the Effective Date but not including liabilities for taxation of profits or chargeable gains.
“Effective Date” means [Insert Date].
“Goodwill” means the goodwill of the Vendor in relation to the Business, together with the exclusive right for the Purchaser or its assignee to represent itself as carrying on the Business in succession to the Vendor, and all trade names associated with the Business.
“Liabilities” means the liabilities of the Business (other than the Creditors) outstanding at the Effective Date.
“Properties or Premises” means the premises rented by the Vendor as listed in Schedule.
“Stocks” means the stocks, including raw materials, works in progress and finished goods, owned by the Vendor at the Effective Date for the purposes of or in connection with the Business, including items which, although subject to reservation of title by the sellers, are under the control of the Vendor.
“Warranties” means the agreements, obligations, warranties, representations and undertakings of the Vendor contained in this Agreement.
“Warranty Claim” means any claim made by the Purchaser for breach of any of the Warranties.
1.2 In this Agreement, unless the context otherwise would require, the following shall be used as an aid to construction:
(a) words denoting the singular number include the plural number and vice versa; words denoting the masculine gender shall include the feminine and neutral genders and vice versa;
(b) reference to a “person” shall where the context so permits include a body corporate, an association or other combination of persons;
(c) reference to Clause, Schedules and Appendices are to clauses, schedules and appendices to this Agreement. The schedules and appendices to this Agreement form part of this Agreement and shall have the same full force and effect as if expressly set out in the body of this Agreement;
(d) references to any legislation or to any provision of legislation shall include any modification or re-enactment of that legislation or any legislative provision substituted for, and all regulations and statutory instruments issued under such legislation or provision;
(e) where a word or a phrase is defined, other parts of speech and grammatical forms of that word or phrase will have the corresponding meaning;
(f) references to “Ringgit Malaysia” or “RM” shall be taken as referring to amounts in the lawful currency of Malaysia.
(g) headings are for convenience only and shall not affect the construction of this Agreement; and
(h) if any event must occur on a stipulated day which is not a Business Day, then the stipulated day will be taken to be the next Business Day.
2. Agreement for Sale
2.1 Subject to the terms and conditions of this Agreement, the Vendor as beneficial owner shall sell to the Purchaser which shall purchase as at the Effective Date:-
(a) the Business as a going concern; and
(b) all the property, assets and rights of the Vendor used in the conduct of the Business including, but without limitation:-
(i) the Goodwill
(ii) the Fixtures and Fittings stated in the Schedule.
(iii) the benefit of the Contracts including the Tenancy Agreement.
3. Purchase consideration
3.1 The consideration for the sale by the Vendor of the Business and the Assets shall be a sum equal to the aggregate of the values of the Goodwill, the Properties, the fixed Assets and the Contracts.
3.1 The consideration shall be paid as follows:-
(a) as to Ringgit Malaysia Sixty Five Thousand Ringgit only (RM 65,000.00) on the execution of this Agreement.
4. Completion
4.1 The sale and purchase shall be completed immediately upon exchange of this Agreement, delivery of vacant possession to the Purchaser of the property and all payment made to the Vendors as stated in this Agreement.
4.2 The Vendor shall deliver to the Purchaser, at the principal office of the Business, such of the Assets as are capable of being transferred by delivery.
4.3 The Vendor shall cause to be delivered or (if so requested by the Purchaser) made available to the Purchaser:-
(a) such documents as are required by the Purchaser’s solicitors to complete the sale and purchase of the Assets and vest title to the Assets in the Purchaser, including (but without limitation) assignments of the Goodwill, Contract, Industrial Property Rights and Leases;
(b) all licences used by the Vendor in connection with carrying on the Business.
4.5 The Purchaser shall not be obliged to complete the purchase of any of the Assets unless the purchase of all the Assets is completed in accordance with this Agreement.
5. Debtors
5.1 The Vendors hereby declare that there are no outstanding debtors on or before the date of this Agreement.
5.2 Subject to any express intention to the contrary on the part of the debtor, any money received by the Purchaser in the course of collecting any Book Debts from a person who is also indebted to the Purchaser shall be deemed to have been paid in or towards discharge of the oldest debt, regardless of the identity of the creditor.
6. Creditors and liabilities
6.1 The Vendor shall forthwith supply to the Purchaser full details of the Creditors. The Vendor hereby declares that there are no outstanding creditors on or before the date of this Agreement.
6.2 The Vendor shall promptly discharge the Creditors and Liabilities and notwithstanding completion of the purchase of the Business shall be responsible for all debts payable by and claims outstanding against it at the Effective Date including all wages, sums payable under taxation statutes, rent and other expenses.
7. Contracts
7.1 The Purchaser shall perform and discharge the outstanding obligations and liabilities of the Vendor under the Contracts, except for any obligations or liabilities attributable to a breach on the part of the Vendor.
8. Title and apportionments
8.1 Subject to the provisions of Schedule 1 relating to the Properties, the Vendor shall take all necessary steps and co-operate fully with the Purchaser to ensure that it obtains the full benefit of the Business and Assets and shall execute such documents and take such other steps (or procure other necessary parties so to do) as are necessary or appropriate for vesting in the Purchaser all its rights and interests in the Assets.
8.2 Insofar as the Assets and or Agreement namely the Tenancy Agreement comprise the benefit of contracts which cannot effectively be assigned to the Purchaser without the consent of a third party or except by an agreement of novation:-
(a) the Vendor and the Purchaser shall use all reasonable endeavours to obtain consent or to procure a novation;
(b) unless and until consent is obtained or the contracts are novated the Purchaser shall, for its own benefit and to the extent that the contracts permit, perform on behalf of the Vendor (but at the Purchaser’s expense) all the obligations of the Vendor arising after the Effective Date (insofar as they have been disclosed to the Purchaser) and indemnify the Vendor against all costs, proceedings, claims, demands and expenses which may be incurred by the Vendor as a result of any act, neglect, default or omission on the part of the Purchaser to perform or comply with any such obligation of the Vendor which falls to be performed after the Effective Date.
8.3 All rents, rates, gas, water, electricity and telephone charges and other outgoings relating to or payable in respect of the Business up to the Effective Date shall be borne by the Vendor and as from the Effective Date shall be borne by the Purchaser and all rents, royalties and other periodical payments receivable respect of the Business up to that time shall belong to and be payable to the Vendor and as from that time shall belong to and be payable to the Purchaser. Such outgoings and payments receivable shall if necessary be apportioned accordingly, provided that any such outgoings or payments receivable which are referable to the extent of the use of any property or right shall be apportioned according to the extent of such use.
8.4 Where any amounts fall to be apportioned under this agreement, the Vendor shall provide the Purchaser with full details of the apportionments, together with supporting vouchers or similar documentation, and in the absence of dispute the appropriate payment shall be made by or to the Vendor forthwith.
9. Warranties
9.1 The Vendor warrants to the Purchaser that:-
(a) save as set out in the Disclosures, the warranties and undertakings set out in this Agreement are true and accurate in all respects;
(b) the Disclosures are true and accurate in all respects and fully, clearly and accurately disclose every matter to which they relate.
9.2 The rights and remedies of the Purchaser in respect of any breach of the Warranties shall not be affected by completion of the purchase of the Business, by any investigation made by or on behalf of the Purchaser into the affairs of the Vendor, by the Purchaser failing to exercise or delaying the exercise of any of its rights or remedies or by any other event or matter whatsoever except a specific and duly authorised written waiver or release.
9.3 Where any Warranty refers to the knowledge, information or belief of the Vendor, it undertakes that it has made full enquiry into the subject matter of the Warranty.
10. Future activities
10.1 For the purpose of assuring to the Purchaser the full benefit of the Business the Vendor agrees with the Purchaser that:-
(a) it shall not at any time after today’s date disclose to any person or use for any purpose and shall use all reasonable endeavours to prevent the publication or disclosure of any information concerning the Business;
(b) it shall not for a period of two (2) years after today’s date either on its own account or through any other person directly or indirectly solicit, interfere with or endeavour to entire away from the Purchaser any person who is now or has, during the two (2) years preceding today’s date, been a client or customer of the Vendor in relation to the Business;
(c) it shall not for a period of five (5) years after today’s date without the Purchaser’s prior written consent directly or indirectly engage in Malaysia in any activity which is substantially the same as the Business or any material part thereof as it is now carried on.
10.2 The Vendor shall promptly refer to the Purchaser all enquiries relating to the Business and assign to the Purchaser all orders relating to the Business, including enquiries or orders for any stocks, spares, parts, accessories and other equipment manufactured or sold in connection with the Business, which the Vendor may in future receive.
11. NOTICES
11.1 All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of the sub-clause. Any notice may be delivered personally or by telex or facsimile transmission and shall be deemed to have been served if by personal delivery, when delivered, and if by telex or facsimile transmission, when despatched.
12. Announcements
12.1 No announcement of any kind shall be made in respect of the subject matter of this agreement except as specifically agreed between the Vendor and the Purchaser, or if an announcement is required by the Stock Exchange. Any announcement by either party shall in any event be issued only after prior consultation with the other.
13. Costs
13.1 All expenses incurred by or on behalf of the parties, including all fees of agents, solicitors, accountants, [and actuaries] employed by either of the parties in connection with the negotiation, preparation and execution of this Agreement shall be borne solely by the party which incurred them.
14. Entire agreement and schedules
14.1 This agreement and the Schedules shall constitute the entire agreement and understanding between the parties with respect to all matters which are referred to.
14.2 All the Schedules form part of this Agreement.
14.3 This agreement shall be binding upon each party’s successors and assigns.
15. Invalidity
15.1 If any term or provision of this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.
16. Proper law
16.1 The construction, validity and performance of this Agreement shall be governed by the laws of Malaysia.
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SCHEDULE 1
Part 1
Properties
SCHEDULE 2
Warranties
1. Assets
1.1 Ownership of assets
1.1.1 Except for current assets subsequently acquired, sold or realised in the ordinary course of business the Vendor owned absolutely at the Accounts Date and still owns absolutely all the Assets.
1.1.2 The Vendor has not disposed of or agreed or dispose of or granted or agreed to grant any security or other encumbrance in respect of any of the Assets.
1.1.3 None of Assets is subject to, and there is no agreement or commitment to give or create, any option, lien or encumbrance.
1.1.4 None of the Assets has been purchased on terms that property does not pass to the Vendor under full payment is made by it to the Supplier.
1.1.5 There has been no exercise, purported exercise or claim for any charge, lien, encumbrance or equity over any of the Assets and there is no dispute directly or indirectly relating to any of the Assets.
1.2 Assets sufficient for the business.
1.2.1 The Assets comprise all assets now used in the Business and which are necessary for the continuation of the Business as now carried on.
1.3 Assets
1.3.1 The assets in the Premises
(a) are in a proper state of repair and condition and satisfactory working order;
(b) have been regularly and properly maintained;
(c) are adequate for and not surplus to the requirements of the Business; and
(d) would not be expected (if the sale of the Business did not take place) to require replacements or additions at a costs in excess of [RM ] within a period of six (6) months after the Effective Date.
1.4 Documents stamped
1.4.1 All documents which in any way affect the right, title or interest of the Vendor in or to any of the Assets and which attract stamp duty have been duly stamped within the requisite period for stamping.
2. Trading
2.1 Business and financial position.
2.1.1 Since the Accounts Date:-
(a) the Business has been continued in the ordinary and normal course as regards its nature, extent and manner of carrying it on;
(b) neither the turnover nor the financial or trading position of the Business has deteriorated;
(c) the Vendor has not borrowed or raised any money or taken any financial facility in relation to the Business except for the overdraft facilities from its bankers specified in the Disclosure;
(d) The Vendor has paid the creditors of the Business in accordance with their respect credit terms and there are no amounts owing by he Vendor which have been due for more than six (6) weeks.
2.1.2 So far as the Vendor is aware, the trading prospects of the Business have not been adversely affected as a result of any event or circumstance which has arisen since the Accounts Date.
2.2 Existing suppliers and customers.
2.2.1 So far as the Vendor is aware:-
(a) no supplier of the Business has, in the past three (3) years, ceased or (as a result of the acquisition of the Business by the Purchaser or for any other reason) will cease supplying the Business or may substantially reduce its supplies to the Business;
(b) no customer of the Business has, in the past three (3) years terminated or materially reduced, or will (as a result of the acquisition of the Business by the Purchaser or for any other reason) terminate or material reduce, its relationship with the Business.
2.3 Licences and consents
2.3.1 The Vendor has obtained all necessary licences and consents from any person, authority or body for the proper carrying on of the Business and is not in breach of any of theirs terms or conditions.
2.3.2 Details of all of the licences and consents are set out in the Disclosures and the Vendor knows of no reason why they should not be capable of being transferred to or obtained by the Purchaser without the necessity for any special arrangement or expense.
2.4 Insurance
2.4.1 All the Assets of an insurable nature are and have at all material times been insured, in amounts representing their full replacement or reinstatement value. against fire and other risks normally insured against by persons carrying on business of the same class as the Business.
2.4.2 The Business an the Assets are and have at all material times been adequately covered against accident, damage, injury, third party loss, loss of profits and other risks normally covered by insurance.
2.4.3 All insurances relating to the Business or the Assets are currently in full force and effect and nothing has been done or omitted to be done which could make any policy of insurance void or voidable.
2.5 Joint ventures and partnerships
2.5.1 The Vendor:-
(a) is not and has not been a party to any joint venture or consortium or any partnership arrangement or agreement or to any agreement or arrangement or agreement for sharing commissions or other income relating to the Business;
(b) does not conduct and has not conducted any part of the Business through a branch, agency or permanent establishment outside Malaysia;
(c) is not a member of any partnership, trade association, society or other group, whether formal or informal and whether or not have a separate legal identity, in connection with the Business and no such body is relevant to or has any material influence over the Business as now carried on.
2.6 Agreements concerning the business
2.6.1 There have been no arrangements and understandings (whether legally enforceable or not) between the Vendor and any person who is, directly or indirectly, a shareholder or the beneficial owner of any interest in the Vendor or any company in which the Vendor is interested relating to the management of the Business or the ownership or transfer of ownership or the letting of any of the Assets or the provision of finance, goods, services or other facilities to or by the Vendor or otherwise in any way relating to the Business or the Assets.
2.6.2 The Vendor has not been a party to any agency, distributorship, marketing, purchasing, manufacturing or licensing agreement or arrangement or and restrictive trading or other agreement or arrangement pursuant to which any part of the Business has been carried on or which in any way has restricted its freedom to carry on the whole or any part of the Business or to use exploit any of the Assets in any part of the world in such manner as it thought fit.
2.6.3 Compliance with the terms of this Agreement does not and will not conflict with, result in the breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the Vendor is now a party relating to the Business.
2.7 Statutory restrictions
2.7.1 The Vendor has not committed or omitted to do any act or thing in relation to the Business which could give rise to any fine or penalty.
2.7.2 The Vendor is not and has not been a party in relation to the Business to any agreement practice or arrangement which in whole or in part contravenes the provisions of the Trade Descriptions Act;
2.7.3 No investigation or enquiries by or on behalf of any governmental or other body in respect of the Vendor, the Business or any of the Assets are pending or in existence.
2.7.4 Neither the Vendor nor any of its officers, agents or employees (during the course of their duties in relation to the Business) has committed or omitted to do any act or thing the commission or omission of which is or could be in contravention of any Act, Order, Regulation or the like giving rise to any fine, penalty, default, proceedings or other liability in relation to the Business or any of the Assets.
2.8 Litigation
2.8.1 The Vendor is not engaged in any litigation or arbitration proceedings as plaintiff or defendant, except for debt collection of sums not exceeding an aggregate of [RM ] , and there are no such proceedings pending or threatened either by or against the Vendor affecting the Business and there are no facts which are likely to give rise to any litigation or arbitration.
2.9 Vendors’ Activities.
2.9.1 The Vendor is entitled to enter into and carry out the provisions of this Agreement and has full power and authority to sell the Assets to the Purchaser without obtaining the consent of any third party.
2.9.2 Compliance with the terms of this Agreement, and any document entered into by the Vendor in accordance with it, does not and will not conflict with or result in a breach of any of the provisions of the Vendor’s Memorandum or Articles of Association.
2.9.3 The Vendor has at all times carried on the Business in all respects in accordance wit its Memorandum and Articles of Association for the time being in force and any other documents to which it is or has been a party.
2.9.4 Neither the Vendor nor any of its members has any interest, directly or indirectly, in any company or business other than the Business which is or is likely to be or become competitive with the Business, save as registered holder or beneficial owner of not more than five per cent any class or securities of any company which is listed and/or dealt in on the Stock Exchange.
2.10 Guarantees and indemnities
2.10.1 There is not now outstanding in resect of the Business any guarantee or agreement for indemnity or for the suretyship given by or for the accommodation of the Business otherwise than by the Vendor.
3. Contracts
3.1 Disclosure of contracts
3.1.1 The Contracts and the Leases constitute all the contracts and other engagements, whether written or oral, referable to the Business to which the Vendor is now a party, apart from the contracts of employment of the Employees.
3.2 Nature of the Contracts
3.2.1 None of the Contracts:-
(a) is of an unusual, abnormal or onerous nature;
(b) is for a fixed term of more than twelve (12) months;
(d) will be incapable of termination in accordance with its terms by the Purchaser on sixty (60) days’ notice or less;
(e) is of a loss-making nature (that is to say known to have been likely to result in a loss to the Vendor on completion of performance if the Vendor had not sold the Business);
(f) will not be capable of being readily fulfilled or performed by the Purchaser on time without undue or unusual expenditure of money or personnel;
(g) will not involve payment by the Purchaser by reference to fluctuations in the index of retail prices or any other index;
(h) involves the supply of goods the aggregate sales value of which will represent in excess of 10 per cent of the anticipated turnover of the Business for the period of 12 months following the Effective Date;
(i) was entered into any way otherwise than in the ordinary and normal course of the Business.
3.2.2 The performance of this Agreement will not relieve any other party to any Contract from its obligations or enable it to determine any of them.
3.3 Defaults under agreements
3.3.1 The Vendor is not nor would it, if the sale of the Business did not take place, with the lapse of the time become:-
(a) in default under any of the Contracts or in respect of any other obligations or restrictions binding upon it in relation to the Business nor has it waived any rights or privileges under any of them;
(b) in default under any provisions existing by reason of membership of any association or body relating to the Business;
(c) liable in respect of any representation or warranty (whether express or implied) or matter giving rise to a duty of care on the part of the Vendor relating to the Business.
3.3.2 No threat or claim of default under any of the Contracts or any other agreement, instrument or arrangement to which the Vendor is a party relating to the Business or the Assets has been made and is outstanding against the Vendor and there is nothing whereby any of the Contracts or any other such agreement, instrument or arrangement may be terminated or rescinded by any other party or whereby the terms may be worsened as against the Vendor or the Purchaser or whereby the Business or the Assets may be prejudiced as a result of anything done or omitted or permitted to be done by the Vendor.
3.4 Outstanding Offers
3.4.1 No offer, tender or the like relating to the Business, which is capable of being converted into an obligation of the Business by an acceptance or other act of some other person, firm or corporation, is outstanding.
3.5 Defective products and service liabilities
3.5.1 The Vendor has not manufactured or sold products which were or are or will become in any material respect faulty or defective or which did not or do not comply in any material respect with any warranties or representations expressly or impliedly made by the Vendor or with all applicable regulations, standards and requirements.
3.5.2 The Vendor has not accepted any liability or obligation to service repair, maintain, take back or otherwise do or not do anything in respect of any goods or products that would apply after the goods or products have been delivered by it.
4. PROPERTIES
4.1 Use of properties
4.1.1 The Vendor is in occupation of the Properties for the purposes of the Business.
4.1.2 The Vendor does not use or occupy any property in connection with the Business other than the Properties/Premises. The Vendors shall procure the Landlord to execute a new tenancy agreement with the Purchasers
4.2 Town and country planning matters
4.2.1 The use of the Properties is permitted under any relevant legislation or regulation.
4.2.2 Planning permission has been obtained or is deemed to have been granted with respect to the development of the Properties and no permission has been suspended or called in and no application for planning permission is awaiting decision.
4.2.3 Compliance is being and has been made in all respects with planning permissions, orders and regulations and building regulation consents and bye-laws for the time being in force with respect to the Properties.
4.3 Statutory obligations
4.3.1 Compliance has been made with all applicable statutory and bye-law requirements with respect to the Properties.
4.3.2 There is no outstanding and unobserved or unperformed obligation with respect to the Properties necessary to comply with the requirements (whether formal or informal) of any competent authority exercising statutory or delegated powers.
4.3.3 There are no closing, demolition or clearance orders, enforcement notices or stop notices affecting the Properties nor, to the best of the Vendor’s knowledge, information or belief, are there are circumstances likely to lead to any being made.
5.1 Condition of the Properties
5.1.1 The buildings and other structures on the Properties are in good and substantial repair and fit for the purpose for which they are presently used.
5.1.2 There are no disputes with any adjoining or neighbouring owner with respect to boundary walls and fences or with respect to any easement right or means of access to the Properties.
5.1.3 The principal means of access to the Properties are over roads which have been taken over by the local or other highway authority and which are maintainable at public expense and no means of access to the Properties is shared with any other party nor subject to rights of determination by any other party.
5.1.4 Each of the Properties enjoys the main services of water, drainage, electricity and gas.
5.1.5 None of the Properties is located in an area or subject to circumstances particularly susceptible to flooding.
5.1.6 No building or structure on the Properties has been affected by structural damage or electrical defects or by timber infestation or disease.
5.1.7 There are no rights of common or common rights appurtenant to or over the Properties.
5.1.8 None of the Properties is located in a coal mining area.
5.2 Property/Premise
5.2.1 The Vendor has paid the rent and observed and performed the covenants on the part of the tenant and the conditions contained in the Leases and the last demand (or receipt for rent if issued) was unqualified.
5.2.2 All licences, consents and approvals required from the landlords and any superior landlords under the Leases have been obtained and the covenants on the part of the tenant contained in the licences, consents and approvals have been duly performed and observed.
5.2.3 There are no rent reviews under the Leases currently in progress.
5.2.4 There is no outstanding and unobserved or unperformed any obligation necessary to comply with any notice or other requirement given by the landlord under any of the Leases.
5.2.5 There is no obligation to reinstate any of the Leasehold Properties by removing or dismantling any alteration made to them by the Vendor or any predecessor-in-title to the Vendor.
5.2.6 In the case of Leases granted for more than twenty one (21) years and less than forty (40) years, the Lease is either registered at HM Land Registry or not registered because the reversion to it was not registered at the time of grant.
5.3 Tenancies
5.3.1 The Properties are held subject to and with the benefit of the tenancies (which expression includes sub-tenancies) as set out in Part 5 of Schedule 1 and none other.
5.3.2 With respect to such tenancies there have been disclosed in the Disclosures particulars of:-
(a) the rent and any rent reviews;
(b) the term and any rights to break or renew the term;
(c) the obligations of landlord and tenant in respect of outgoings, repairs, insurance services and service charges;
(d) any options, pre-emption or first refusal rights;
(e) the user required or permitted;
(f) any entitlement of a tenant of the whole or any part of the Properties to compensation on quitting the premises let to him in respect of disturbance, improvements or otherwise;
(g) any unusual provisions; and
(h) short particulars of any subtenancies derived out of the tenancies.
5.3.3 The Vendor is not aware of any material or persistent breaches of covenant (including the covenants to pay rent) by the tenants.
5.4 Industrial disputes and agreements
5.4.1 The Vendors hereby declares that there are no employees as at the date of this Agreement and hereby declare that none of the Employees is involved in any industrial dispute and to the best of the Vendor’s knowledge, information and belief there are no circumstances which may result in any industrial dispute involving any Employees and none of the provisions of this agreement, including the identity of the Purchaser, may lead to any industrial dispute.
5.5 Disclosure of trade secrets
5.5.1 The Vendor has not (except in the ordinary and normal course of business) disclosed or permitted to be disclosed or undertaken or arranged to disclose to any person other than the Purchaser any of its know-how, trade secrets, confidential information, price lists or lists of customers or suppliers relating to the Business.
6. GENERAL
6.1 Material information
6.1.1 All information given by the Vendor, the Vendor’s solicitors or the Vendor’s accountants to the Purchaser, the Purchaser’s solicitors or the Purchaser’s accountants relating to the Business or Assets was when given and is true, accurate and comprehensive in all respects.
6.1.2 To the best of the Vendor’s knowledge, information and belief, there are no material facts or circumstances in relating to the Business or Assets which have not been fully and fairly disclosed in writing to the Purchaser or the Purchaser’s solicitors and which, if disclosed, might reasonably have been expected to affect the decision of the Purchaser to enter into this agreement.
DATED THIS DAY OF 20..
BETWEEN
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AND
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BUSINESS SALE AGREEMENT
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