This document is a condition which can be included in a business sale agreement.

When purchasing stock as part of a sale of a business, it is advisable for the purchaser to negotiate that the sale be conditional upon the carrying out of a physical stocktake. This will ensure that the purchaser can confirm the stock purchased, and be satisfied with the calculation of the proportion of the purchase price relating to the stock purchased.

Using this precedent

This precedent clause is a condition precedent which can be used in a sale of business agreement. It can also be inserted into the “conditions precedent” schedule of the separate precedent “Business sale agreement – sale of assets (short form)”.

When inserting this optional clause into an agreement, care must be taken to ensure that the agreement remains consistent. Cross-references, definitions and schedules should all be checked.

This document has been authored for LexisNexis by Jeremy Kriewaldt, Partner, Atanaskovic Hartnell and Elise Margow, Principal, Legally Speaking.

This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.