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.
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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
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
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
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
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