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1. Parties: Identification of the seller and purchaser, including full legal names, ACN/ABN, and registered addresses
2. Background: Context of the transaction, brief description of the business and assets being sold
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase the assets, including any conditions precedent
5. Purchase Price: Amount payable, payment terms, adjustments, and deposit requirements
6. Completion: Timing, location, and requirements for completion of the sale
7. Assets: Detailed description of included assets and any excluded assets
8. Seller's Warranties: Warranties regarding ownership, condition of assets, and business operations
9. Purchaser's Warranties: Warranties regarding capacity to purchase and financial ability
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
12. Confidentiality: Protection of confidential information and trade secrets
13. GST: GST treatment of the transaction and tax obligations
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and amendments
1. Employee Matters: Used when employees are being transferred with the business assets, covering employment terms and entitlements
2. Intellectual Property: Required when significant IP assets are included in the sale
3. Property Leases: Included when leased premises are part of the transaction
4. Third Party Consents: Required when key contracts or licenses need third party approval for transfer
5. Environmental Matters: Necessary for businesses with environmental compliance obligations
6. Restraint of Trade: Used when preventing the seller from competing is important
7. Working Capital Adjustment: Included when the purchase price includes adjustments for working capital
8. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
9. Transition Services: Required when the seller will provide post-completion support services
1. Asset Schedule: Detailed inventory of all assets being sold
2. Excluded Assets Schedule: List of specific assets excluded from the sale
3. Purchase Price Allocation: Breakdown of purchase price across different asset categories
4. Contracts Schedule: List of contracts being transferred
5. Intellectual Property Schedule: Details of all IP assets included in the sale
6. Employee Schedule: List of transferring employees and their entitlements
7. Property Schedule: Details of any real property or lease interests
8. Equipment Schedule: Detailed list of plant and equipment included
9. Form of Transfer Documents: Templates for specific transfer documents required at completion
10. Completion Checklist: List of actions and documents required for completion
Accounts
Adjustment Date
Assets
Assignment
Associates
Authority
Background IP
Business
Business Day
Business Hours
Business Records
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Control
Corporations Act
Customers
Data
Deed
Deposit
Disclosed
Due Diligence
Effective Date
Employees
Encumbrance
Equipment
Excluded Assets
Excluded Liabilities
Financial Year
GST
GST Act
GST Law
Goodwill
Government Agency
Guarantee
Intellectual Property Rights
Interest Rate
Inventory
Law
Leases
Liabilities
Licenses
Loss
Material Adverse Change
Material Contracts
Notice
Party/Parties
Permitted Encumbrance
Personnel
PPSA
Premises
Purchase Price
Purchaser
Records
Related Body Corporate
Related Party
Representative
Restraint Area
Restraint Period
Security Interest
Seller
Supplier
Tax
Tax Invoice
Third Party
Transfer
Transition Period
Vendor Due Diligence
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Deposit
Adjustments
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Excluded Assets
Liabilities
Employee Matters
Intellectual Property
Confidentiality
Data Protection
Property Transfer
Equipment Transfer
Contract Assignment
Seller Warranties
Purchaser Warranties
Indemnities
Tax
GST
Restraint of Trade
Third Party Consents
Business Records
Transition Services
Insurance
Force Majeure
Dispute Resolution
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Costs
Further Assurance
Counterparts
Time of Essence
Default
Termination
Manufacturing
Retail
Hospitality
Professional Services
Technology
Healthcare
Construction
Agriculture
Mining
Transport and Logistics
Education
Real Estate
Financial Services
Media and Entertainment
Automotive
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Operations
Business Development
Company Secretariat
Treasury
Chief Executive Officer
Chief Financial Officer
Commercial Director
Business Development Manager
Corporate Lawyer
Legal Counsel
Finance Manager
Mergers & Acquisitions Director
Business Owner
Managing Director
Company Secretary
Risk Manager
Operations Manager
Asset Manager
Transaction Advisory Manager
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