All templatesASSET PURCHASE AGREEMENT
THIS AGREEMENT is made on 1 October 2026
BETWEEN:
(1) MOMBASA COASTAL BAKERIES LIMITED (the Seller); and
(2) PWANI FOODS HOLDINGS LIMITED (the Buyer).
RECITALS
(A) The Seller owns the assets described in this Agreement.
(B) The Seller has agreed to sell and the Buyer to buy them on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement, unless the context otherwise requires:
(a) Assets means the assets listed in clause 2;
(b) Business Day means a day other than a Saturday, a Sunday or a public holiday in Kenya;
(c) Completion means completion of the sale of the Assets under clause 6;
(d) Completion Date means 30 November 2026;
(e) Encumbrance means a charge, lien, option or other third-party right;
(f) Purchase Price means KES 84,000,000.
2. Sale and Purchase
2.1 The Seller sells and the Buyer buys the Assets, free from every Encumbrance.
2.2 The Assets are:
(a) the bakery plant and machinery at Plot No. MN/I/4417 Changamwe;
(b) three delivery vans;
(c) stock-in-trade;
(d) the 'Coastal Crust' trade mark; and
(e) customer contracts.
2.3 Title to and risk in the Assets pass to the Buyer at Completion.
2.4 No asset is sold under this Agreement unless it is listed in clause 2.2.
3. Liabilities
3.1 The Buyer assumes no liability of the Seller.
3.2 The Seller remains responsible for every liability of the Seller, and for every liability relating to the Assets, that arose before Completion.
3.3 The Seller shall indemnify the Buyer against any liability falling within clause 3.2, and against all costs and expenses properly incurred by the Buyer in resisting or settling any claim in respect of it.
4. Purchase Price and Payment
4.1 The Purchase Price for the Assets is KES 84,000,000.
4.2 The Purchase Price shall be paid in cleared funds as follows:
(a) KES 70,000,000 on completion; and
(b) KES 14,000,000 retained for 12 months as security for warranty claims.
5. Conditions Precedent
5.1 Completion is conditional on each of the following conditions precedent being satisfied:
(a) Competition Authority of Kenya approval; and
(b) assignment of the county food-handling licence or fresh issue to the Buyer.
5.2 Each party shall use reasonable endeavours to satisfy the conditions precedent for which it is responsible.
5.3 If any condition precedent is not satisfied or waived in writing by the Completion Date, either party may end this Agreement by written notice, without liability save for an earlier breach.
6. Completion
6.1 Completion takes place on 30 November 2026 or on such other date as the parties agree in writing (the Completion Date).
6.2 At Completion the Seller shall deliver possession of the Assets to the Buyer.
6.3 At Completion the Seller shall deliver to the Buyer the documents of title to the Assets, including the registration documents of the three delivery vans.
6.4 At Completion the Seller shall sign and deliver the assignments and transfers needed to vest in the Buyer any Asset that does not pass by delivery, including the 'Coastal Crust' trade mark and the customer contracts.
6.5 At Completion the Buyer shall pay the part of the Purchase Price due at Completion under the Purchase Price and Payment clause.
6.6 After Completion the Seller shall hold on trust for the Buyer any Asset that has not yet vested in the Buyer, and shall deal with it only as the Buyer directs.
7. Transfer of Business Notice
7.1 So far as this sale is a transfer of a business or of part of a business, the parties shall cause a notice of the transfer to be published in the Kenya Gazette and in a newspaper prescribed for the purpose, as the Transfer of Businesses Act (Cap. 500) requires. The notice is complete two months after publication, and until then the Buyer remains exposed to the liabilities incurred in the business by the Seller.
7.2 The notice shall state the name and address of the Seller, the nature of the business and the name and address under and at which it has been carried on, the name and address of the Buyer, the address at which the Buyer intends to carry on the business, and whether the Buyer is assuming the liabilities incurred in the business by the Seller.
7.3 Each party shall sign the notice and shall give the other, promptly on request, the information needed to complete and publish it.
7.4 The Seller shall indemnify the Buyer against any liability incurred in the business by the Seller which falls on the Buyer under that Act and which the Buyer has not agreed in this Agreement to assume.
8. Employees
8.1 The parties have agreed the following treatment of the employees of the Business: all 42 production employees transfer to the Buyer on existing terms with continuity of service recognised.
Business and deals
Business or asset sale agreement template (Kenya)
Also called: Asset / Business Purchase Agreement
What it is for
Buying or selling a business or its equipment and stock.
The Kenyan law it follows
- Law of Contract Act Cap 23
- Competition Act 2010
- Employment Act 2007
- Companies Act 2015
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
Fill this in with your own details
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Sample business or asset sale agreement
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This is a sample for general information. It is not legal advice and may not suit your situation. Laws change, and a document has to fit your own facts; have an advocate check it before you rely on it.