Employment (TUPE) indemnities—asset purchase agreement

Published by a LexisNexis Employment expert
Precedents

Employment (TUPE) indemnities—asset purchase agreement

Published by a LexisNexis Employment expert

Precedents
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    1. 1

      Definitions and interpretation

      1. 1.1

        [Insert the following additional definitions into the definitions clause of the Asset purchase agreement]

        Business

        1. the business of [insert description of the business being sold] operated by the Seller and all other activities including those ancillary or incidental to or in connection with such business as carried on by the Seller;

        Buyer

        1. [enter details];

        Completion

        1. completion of the sale and purchase of the Business by the Performance by the Parties of their respective obligations in accordance with clause [insert number];

        Completion Date

        1. [the day on which Completion takes place OR the date no later than the [third OR [insert number]] Business Day after the date on which the last of the Conditions is satisfied or waived or the date to which Completion is deferred] in accordance with clause [insert number];

        [Consequential Loss

        1. any consequential, special, indirect, incidental or punitive damages or loss, or any loss of profits or other form of economic loss however arising;]

        Employees

        1. the persons employed by the Seller [[and any relevant employing entity in the Seller’s Group OR and [name of relevant

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Jurisdiction(s):
United Kingdom
Key definition:
Agreement definition
What does Agreement mean?

Agreement is broadly defined under EU and UK competition law so as to include activities ranging from a legally enforceable contract between two or more parties to an informal albeit clear understanding, whether entered into in writing or verbally.

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