Sale of business agreement (comprehensive)

Comprehensive sale of business agreement.

Sample

"A. The Vendor has for some time past carried on in Victoria the business of operating ?a7? and other activities ancillary or incidental ("the Business").

B. The Vendor carries on the Business under the Business Name, inter alia, ?a8? at or from the premises situate at and known as ?a9? in the said State ("the Business Premises").

C. The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the Vendor the Business for the consideration and upon and subject to these terms and conditions .

D. The Covenantors have agreed to enter into the covenant set out in this Agreement.

E. The Guarantors have agreed to guarantee the performance of the Purchaser under this Agreement.

2. SALE AND PURCHASE

2.1 The Vendor AGREES to sell, transfer and assign to the Purchaser and the Purchaser AGREES to purchase from the Vendor, with effect as and from the opening of business on the Sale Date, free from all mortgages, liens, charges and other encumbrances whatsoever, the Business being sold as a going concern and the following Assets of the Business as at the Sale Date, namely:-

2.1.1 all of the goodwill of the Business including (without being limited to):-

? the right for the Purchaser to present itself as successor to the Vendor in the Business; and

? the right for the Purchaser to use the name ??a8? ?

2.1.2 the plant, machinery, equipment and other assets the particulars of which are set out in the First Schedule ("the plant and equipment").

2.1.3 all suppliers lists, customer lists, sales and marketing correspondence, financial technical and commercial information relating to the Business;"