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1. Parties: Identification of buyer and seller with full legal details
2. Background: Context of the transaction and brief description of the asset(s)
3. Definitions and Interpretation: Defined terms and rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase the asset(s)
5. Purchase Price and Payment Terms: Total price, installment structure, payment dates, and payment methods
6. Security Interest and Title: Retention of title provisions and security arrangements until full payment
7. Delivery and Risk: Terms for asset delivery, transfer of risk, and insurance requirements
8. Seller's Warranties: Warranties regarding ownership, condition, and quality of the asset(s)
9. Buyer's Warranties and Acknowledgments: Buyer's representations regarding capacity and understanding
10. Default and Enforcement: Consequences of payment default and enforcement rights
11. Costs and Taxes: Allocation of transaction costs, duties, and taxes
12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Condition Precedent: Used when completion is subject to specific conditions being met
2. Due Diligence: Include when buyer has right to inspect/investigate assets before completion
3. Intellectual Property: Required when the asset includes IP rights
4. Employee Matters: Relevant when the asset purchase involves transfer of employees
5. Environmental Matters: Include for assets with environmental implications or compliance requirements
6. Maintenance and Support: Required for technical equipment or systems requiring ongoing support
7. Third Party Consents: Include when transfer requires approval from third parties
8. Competition Law Compliance: Required for large transactions that may have competition law implications
1. Asset Description Schedule: Detailed description and specification of assets being purchased
2. Payment Schedule: Detailed breakdown of installment amounts and payment dates
3. Security Documentation: Forms of security documents, PPSR registration details
4. Completion Checklist: List of items to be delivered/actions to be taken at completion
5. Form of Transfer Documents: Templates for transfer documentation
6. Warranty Schedule: Detailed warranties specific to the asset type
7. Encumbrances Schedule: List of existing encumbrances on the assets
8. Condition Report: Current condition of assets (if applicable)
Agreed Value
Applicable Law
Asset Documentation
Business Day
Commencement Date
Completion
Completion Date
Default Event
Default Interest Rate
Default Notice
Deposit
Due Date
Encumbrance
Final Payment Date
GST
Guarantor
Initial Payment
Installment Amount
Installment Payment Date
Installment Period
Insurance Policy
Interest Rate
Late Payment Fee
Liability
Loss
Material Adverse Change
Outstanding Balance
Payment Schedule
Payment Terms
Permitted Encumbrance
PPSA
PPSR
Purchase Price
Related Entity
Relevant Interest
Security Interest
Security Documentation
Seller's Account
Specifications
Stamp Duty
Tax
Title Documents
Transfer Date
Transfer Documents
Warranties
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Security Interest
Title Transfer
Risk and Insurance
Delivery
Seller Warranties
Buyer Warranties
Default
Enforcement
Termination
Force Majeure
Assignment
Confidentiality
Taxes and Duties
Costs
Notices
Further Assurance
Severability
Entire Agreement
Variation
Waiver
Governing Law
Jurisdiction
Dispute Resolution
GST
PPSA Provisions
Indemnification
Representations
Condition of Assets
Maintenance
Insurance
Third Party Rights
Time of Essence
Set-off
Relationship of Parties
Counterparts
Electronic Execution
Manufacturing
Automotive
Industrial Equipment
Technology & Software
Real Estate
Agriculture
Mining & Resources
Construction
Transportation & Logistics
Retail
Healthcare
Professional Services
Entertainment & Media
Legal
Finance
Procurement
Commercial
Risk & Compliance
Operations
Treasury
Credit Control
Business Development
Sales
Corporate Secretariat
Chief Financial Officer
Commercial Director
Legal Counsel
Contract Manager
Finance Manager
Procurement Manager
Asset Manager
Business Development Manager
Operations Director
Risk Manager
Treasury Manager
Company Secretary
Compliance Officer
Credit Controller
Sales Director
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