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Entity Purchase Agreement for Australia

Entity Purchase Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that documents the terms and conditions for the purchase and sale of shares or other ownership interests in a company or business entity. The agreement includes detailed provisions covering purchase price, completion mechanics, warranties, indemnities, and post-completion obligations, while ensuring compliance with Australian corporate law requirements, including the Corporations Act 2001 (Cth) and other relevant legislation. It addresses key aspects such as conditions precedent, regulatory approvals, and specific protections for both purchaser and seller.

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Entity Purchase Agreement

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What is a Entity Purchase Agreement?

The Entity Purchase Agreement is a crucial document used in Australian corporate transactions for the acquisition of companies or business entities. It serves as the primary transaction document that outlines all material terms and conditions of the purchase, including the purchase price, payment mechanisms, conditions precedent, completion procedures, and post-completion obligations. This agreement is essential for both private and public company acquisitions in Australia, requiring careful consideration of the Corporations Act 2001 (Cth), Competition and Consumer Act 2010, and other relevant regulatory frameworks. It typically involves extensive due diligence and negotiations, often requiring various professional advisers to ensure all legal, financial, and commercial aspects are properly addressed. The document is particularly important as it allocates risk between parties through warranties, indemnities, and other protective provisions, while ensuring compliance with Australian corporate and regulatory requirements.

What sections should be included in a Entity Purchase Agreement?

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and ACN/ABN

2. Background: Context of the transaction, including brief description of the target entity and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Consideration, payment terms, adjustments, and calculation methodologies

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the entity, business, and assets

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Tax Indemnity: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments

What sections are optional to include in a Entity Purchase Agreement?

1. Earn-out: Include when part of the purchase price is contingent on future performance

2. Break Fee: Include when there's an agreement for payment if the deal fails under specific circumstances

3. Employee Matters: Include when there are specific arrangements for key employees or significant employment considerations

4. Intellectual Property: Include when IP assets are a significant component of the transaction

5. Competition/Non-Compete: Include when restraints on the seller's future activities are required

6. Transitional Services: Include when the seller will provide services to the business post-completion

7. Environmental Matters: Include for businesses with significant environmental risks or obligations

8. Property Matters: Include when real property is a significant component of the business

9. Regulatory Approval: Include when specific regulatory approvals (e.g., FIRB, ACCC) are required

What schedules should be included in a Entity Purchase Agreement?

1. Entity Details: Corporate information, shareholding structure, and subsidiary details

2. Warranties: Detailed warranties given by the seller

3. Properties: List and details of real property owned or leased

4. Material Contracts: List and details of key contracts

5. Intellectual Property: Schedule of IP rights owned or licensed

6. Employees: List of employees and their key employment terms

7. Completion Deliverables: Detailed list of items to be delivered at completion

8. Permitted Encumbrances: List of approved security interests and encumbrances

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Working Capital Calculation: Methodology and examples for calculating working capital adjustments

11. Disclosure Letter: Specific disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions







































































Clauses










































Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Healthcare

Retail

Mining and Resources

Real Estate

Agriculture

Transport and Logistics

Education

Construction

Media and Entertainment

Energy and Utilities

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk and Compliance

Tax

Strategy

Executive Leadership

Company Secretariat

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Head of Mergers & Acquisitions

Investment Director

Transaction Manager

Due Diligence Manager

Corporate Development Manager

Finance Director

Business Development Director

Risk Manager

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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