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1. Parties: Identification and details of the buyer and seller, including ABN/ACN for businesses
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core agreement terms including the asset/goods being sold and purchased
5. Purchase Price: Price, payment terms, and method of payment
6. Completion: Details of when and how the sale will be completed, including delivery terms
7. Seller's Obligations: Key obligations and warranties provided by the seller
8. Buyer's Obligations: Key obligations and commitments of the buyer
9. Risk and Title: When risk and title pass from seller to buyer
10. Warranties: Standard warranties relating to the goods/assets being sold
11. Default and Termination: Consequences of default and termination rights
12. Dispute Resolution: Process for resolving disputes between parties
13. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement
1. GST: Detailed GST provisions - required when parties are GST-registered
2. Intellectual Property: IP transfer provisions - needed when sale includes intellectual property
3. Conditions Precedent: Include when completion is subject to specific conditions being met
4. Security Interest: Required when payment is deferred or there are PPSA implications
5. Training and Support: Include when seller must provide training or transition support
6. Confidentiality: Detailed confidentiality provisions for sensitive transactions
7. Non-Competition: Required when preventing seller from competing post-sale
8. Employee Matters: Include when sale involves transfer of employees
9. Environmental Matters: Required for sales involving environmental considerations or risks
1. Asset Schedule: Detailed description of assets/goods being sold
2. Price Schedule: Breakdown of purchase price and payment terms
3. Excluded Assets: List of assets specifically excluded from the sale
4. Form of Transfer Documents: Templates for required transfer documentation
5. Due Diligence Results: Summary of due diligence findings and disclosed matters
6. Encumbrances: List of any existing encumbrances on the assets
7. Handover Checklist: List of items and tasks for completion
8. Warranties Schedule: Detailed warranties specific to the assets being sold
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Default Event
Effective Date
Encumbrance
Excluded Assets
Force Majeure Event
GST
GST Act
GST Law
Intellectual Property Rights
Liabilities
Loss
Material Adverse Change
Parties
Payment Terms
Performance Period
Permitted Encumbrance
Purchase Price
Related Body Corporate
Representative
Security Interest
Seller's Warranties
Specifications
Tax
Tax Invoice
Term
Territory
Third Party Claim
Transfer Date
Transition Period
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Due Diligence
Transfer of Title
Risk and Insurance
Warranties
Representations
GST
Security Interest
Intellectual Property
Confidentiality
Non-Competition
Data Protection
Force Majeure
Default
Termination
Indemnification
Assignment
Dispute Resolution
Governing Law
Notices
Costs
Entire Agreement
Severability
Amendment
Waiver
Further Assurance
Relationship of Parties
Third Party Rights
Time of Essence
Counterparts
Electronic Execution
Retail
Manufacturing
Technology
Professional Services
Agriculture
Mining
Construction
Healthcare
Education
Real Estate
Automotive
Hospitality
Transport and Logistics
Energy
Financial Services
Legal
Commercial
Procurement
Sales
Compliance
Risk Management
Operations
Finance
Business Development
Corporate Governance
Legal Counsel
Commercial Manager
Contract Manager
Business Development Manager
Procurement Manager
Sales Manager
Company Secretary
Risk Manager
Compliance Officer
Operations Manager
General Manager
Chief Financial Officer
Chief Legal Officer
Business Owner
Transaction Manager
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