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1. Parties: Identifies and provides full legal details of the vendor and purchaser
2. Background: Provides context about the business being sold and the purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Details the assets and liabilities included in the sale and the basis of the transaction
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Deposit: Details the deposit amount, payment timing, and handling conditions
7. Conditions Precedent: Lists conditions that must be satisfied before completion
8. Pre-Completion Obligations: Outlines parties' obligations between signing and completion
9. Completion: Details the completion process, timing, and requirements
10. Vendor Warranties: Lists warranties provided by the vendor regarding the business
11. Purchaser Warranties: Lists warranties provided by the purchaser
12. Post-Completion Obligations: Specifies obligations after completion, including transitional arrangements
13. Restraint of Trade: Establishes non-compete and non-solicitation provisions
14. Confidentiality: Governs the handling of confidential information
15. Default and Termination: Specifies grounds for termination and consequences of default
16. Dispute Resolution: Establishes procedures for resolving disputes
17. General Provisions: Includes standard boilerplate clauses such as notices, governing law, and variation
1. Employee Matters: Required when employees are being transferred as part of the business sale
2. Intellectual Property: Required when significant IP assets are included in the sale
3. Lease Assignment: Required when business premises are leased and the lease is being transferred
4. Stock in Trade: Required when inventory is a significant component of the sale
5. Third Party Consents: Required when material contracts or licenses require third party approval for transfer
6. Environmental Matters: Required for businesses with environmental compliance obligations
7. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
8. Vendor Finance: Required when the vendor is providing financing for the purchase
9. Working Capital Adjustment: Required when the final price depends on working capital at completion
10. Tax Indemnities: Required when specific tax risks need to be allocated between parties
1. Schedule 1 - Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Contracts: List of business contracts being transferred
4. Schedule 4 - Employees: Details of employees and their employment terms
5. Schedule 5 - Intellectual Property: List of IP rights included in the sale
6. Schedule 6 - Equipment and Plant: Detailed inventory of equipment and plant included
7. Schedule 7 - Property Details: Details of any real property or lease arrangements
8. Schedule 8 - Warranties: Comprehensive list of vendor warranties
9. Schedule 9 - Encumbrances: List of any security interests or encumbrances
10. Appendix A - Financial Statements: Recent financial statements of the business
11. Appendix B - Due Diligence Documents: Key documents reviewed in due diligence
12. Appendix C - Transfer Documents: Forms and documents required for transfer of specific assets
Accounts
Accrued Employee Entitlements
Adjustment Date
Assets
Associated Entity
Authorisation
Business
Business Day
Business Hours
Business Name
Business Records
Claim
Completion
Completion Date
Completion Payment
Conditions Precedent
Confidential Information
Consideration
Contracts
Control
Corporations Act
Defaulting Party
Deposit
Disclosure Material
Due Diligence
Earn-out Period
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Financial Year
Force Majeure Event
Goodwill
GST
GST Act
Intellectual Property Rights
Inventory
Key Contracts
Key Employees
Landlord
Lease
Leased Premises
Liabilities
Loss
Material Adverse Change
Material Contract
Notice
Parties
Permitted Encumbrance
Plant and Equipment
Purchase Price
Purchaser
Purchaser's Solicitors
Related Body Corporate
Related Party
Restraint Area
Restraint Period
Security Interest
Seller's Knowledge
Stock
Subsidiary
Tax
Third Party Consent
Transfer
Transition Period
Vendor
Vendor's Solicitors
Warranties
Working Capital
Purchase Price
Payment Terms
Deposit
Adjustments
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Assets Transfer
Liabilities Assumption
Employee Matters
Intellectual Property
Business Records
Warranties
Representations
Indemnities
Restraint of Trade
Non-Competition
Non-Solicitation
Confidentiality
Stock in Trade
Property Matters
Lease Assignment
Third Party Consents
Tax Matters
GST
Working Capital
Earn-out
Security
Default
Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Variation
Waiver
Costs
Time of Essence
Further Assurance
Relationship of Parties
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Transport and Logistics
Education and Training
Mining and Resources
Real Estate
Financial Services
Media and Entertainment
Wholesale Trade
Legal
Finance
Mergers & Acquisitions
Corporate Development
Risk and Compliance
Human Resources
Operations
Tax
Business Development
Executive Leadership
Company Secretariat
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Commercial Lawyer
Chief Financial Officer
Finance Director
Business Broker
Mergers & Acquisitions Manager
Due Diligence Manager
Commercial Director
Business Development Manager
Company Secretary
Risk Manager
Compliance Officer
Tax Manager
Operations Manager
Human Resources Director
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