TUPE indemnities for asset or business purchase agreement

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: Brexit and IP completion day—implications for employment lawyers.

1. 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/bought] 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 [7];

         Completion Date

         1. •

            [the day on which Completion takes place OR the date no later than the [third] 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 [x];

         [Consequential Loss

         1. •

            any consequential, special, indirect, incidental or punitive damages