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1. Parties: Identifies and provides full details of the seller and purchaser
2. Background: Outlines the context of the sale, including the seller's ownership of the assets and intention to sell
3. Definitions and Interpretation: Defines key terms used in the document and establishes interpretation principles
4. Sale and Purchase: Core agreement to sell and purchase the assets, including the purchase price
5. Payment Terms: Details of how and when payment will be made
6. Completion: Specifies the completion date and mechanics for transfer of the assets
7. Seller's Warranties: Warranties regarding ownership, condition, and right to sell the assets
8. Asset Condition: Description of the current condition of the assets and any known defects
9. Risk and Title: Specifies when risk and title pass to the purchaser
10. GST: Addresses GST treatment of the sale
11. Costs and Stamp Duty: Allocation of transaction costs and stamp duty responsibilities
12. Governing Law: Specifies the governing law and jurisdiction
13. Execution: Formal execution block for parties to sign
1. Security Interests: Required if there are any existing security interests over the assets that need to be discharged
2. Intellectual Property: Needed if the assets include any intellectual property rights
3. Employee Matters: Required if the assets include ongoing service contracts or employee obligations
4. Maintenance Records: Important for mechanical or technical assets with maintenance history
5. Third Party Consents: Necessary if the transfer requires any third party approvals
6. Insurance: Relevant for high-value assets or where insurance is being transferred
7. Confidentiality: Important for high-value or commercially sensitive transactions
8. Due Diligence: Needed for complex assets requiring buyer investigation
1. Asset Schedule: Detailed description and listing of all assets being sold
2. Purchase Price Allocation: Breakdown of the purchase price across different asset categories
3. Encumbrances: List of any existing encumbrances or security interests over the assets
4. Completion Checklist: List of actions and documents required for completion
5. Form of Transfer Documents: Templates for any specific transfer documents required
6. Technical Specifications: Detailed technical information about the assets
7. Maintenance Records: Historical maintenance and repair records for the assets
8. Registration Documents: Copies of current registration documents for registered assets
Business Day
Completion
Completion Date
Contract Price
Deposit
Encumbrance
Excluded Assets
GST
GST Act
Insolvency Event
Intellectual Property Rights
Liabilities
Losses
Material Adverse Change
Outstanding Amount
Payment Date
PPSA
PPSR
Purchase Price
Purchaser
Related Bodies Corporate
Related Party
Relevant Authority
Sale Assets
Security Interest
Seller
Seller's Bank Account
Seller's Warranties
Stamp Duty
Tax
Third Party Claim
Title Documents
Transfer Date
Transfer Documents
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Title and Risk
Warranties
Representations
Asset Condition
Due Diligence
Security Interests
Registration
Third Party Consents
GST
Taxation
Stamp Duty
Insurance
Intellectual Property
Confidentiality
Assignment
Force Majeure
Notices
Default
Termination
Dispute Resolution
Governing Law
Costs
Further Assurance
Severability
Entire Agreement
Amendments
Waiver
Time of Essence
Manufacturing
Automotive
Agriculture
Construction
Mining
Transport and Logistics
Industrial Equipment
Technology Hardware
Marine
Aviation
Real Estate
Retail
Healthcare
Education
Legal
Finance
Procurement
Operations
Asset Management
Risk and Compliance
Commercial Operations
Property Management
Fleet Management
Business Development
Chief Financial Officer
Finance Manager
Asset Manager
Procurement Manager
Operations Manager
Fleet Manager
Legal Counsel
Contract Manager
Business Development Manager
Property Manager
Equipment Manager
Compliance Officer
Risk Manager
Commercial Manager
Company Secretary
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