Instant commercial contract summaries

"Due dilligence: The Buyer is granted the right to conduct due diligence on your company to its complete satisfaction. This due diligence is comprehensive, allowing the Buyer to investigate all relevant aspects of your Company and the Business. Additionally, both you and the Buyer must agree on the methodology for determining the Net Working Capital and its amount. To facilitate this process, the Agreement obligates both parties to cooperate, particularly in arranging inspections of the Plant and Equipment and conducting stock-takes. This level of access is reasonable and typical in business acquisitions to ensure the Buyer can make an informed decision. However, you should ensure that all information shared during this process is handled sensitively to protect your business interests, and consider negotiating limitations on the scope of due diligence if there are particular sensitivities or confidentiality concerns."

"Lease term: The lease begins on 1 September 2025 and ends 31 October 2028. You have the option to extend the lease for two additional terms of five years each. To exercise this option, you must notify the landlord in writing that you want a new lease for the specified term. This notice must be given between nine and six months before the Expiry Date. If you exercise the option, the landlord is obligated to grant a new lease, provided you are not in breach of the current lease at the time of notice and continue to comply with all obligations until the Expiry Date. The new lease will have similar terms to the current lease, with adjustments for rent and any changes during the original term. If you continue to occupy the premises after the Expiry Date without exercising the option, and with the landlord's approval, you will be on a monthly tenancy at 110% of the current rent, which can be terminated by either party with one month's notice. You should ensure you serve notices on time to protect your rights. We recommend you include reminders or automatic renewal features for key lease milestones."

"Rent review: Under the Agreement, the rent is reviewed annually on the anniversary of the lease's start date. The rent increase is determined by the greater of a fixed percentage increase, 3.5%, or the increase in the Consumer Price Index (CPI), which measures inflation. The process for reviewing the rent involves the landlord notifying you of the current market rent for the premises within three months before the review date. If you do not receive this notice, you can provide your own estimate of the market rent within two months after the review date. If you and the landlord cannot agree on the rent within one month of either notice, an independent valuer will be appointed to determine the market rent. The valuer's decision is final, and both parties share the cost equally. If the determined market rent is lower than the current rent, the rent will not decrease but remain at the previous rate. Any agreed or determined rent changes take effect from the review date."

"Warranty limitations: The Seller's liability under the warranties is capped at the Purchase Price, which includes any legal fees incurred by the Buyer, meaning that the Buyer's recovery for breaches of warranty cannot exceed the total amount paid for the Sale Shares and must also cover any associated legal expenses. Warranty claims are subject to a de minimis threshold, which is set at $5,000 for individual claims and a cumulative cap of 1% of the Purchase Price for all claims, aligning generally with market standards. The Agreement specifically excludes the Seller's liability for consequential losses, including but not limited to lost profits or savings. All warranty claims must be made within 12 months from the Completion Date, after which the Buyer is barred from brining any claims related to the warranties."