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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the proposed transaction, including brief description of the asset/property and the parties' intentions
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Subject Matter: Detailed description of the asset or property intended to be purchased
5. Purchase Price: Proposed purchase price and any pricing mechanisms or adjustments
6. Due Diligence: Terms regarding the buyer's right to conduct due diligence, including timeframes and access rights
7. Conditions Precedent: Conditions that must be satisfied before proceeding to a formal purchase agreement
8. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers
9. Confidentiality: Obligations regarding confidential information shared during the transaction process
10. Binding and Non-Binding Provisions: Clear specification of which provisions are binding and which are expressions of intent only
11. Timeline: Proposed timeline for due diligence, negotiations, and execution of final purchase agreement
12. Costs and Expenses: Allocation of costs and expenses related to the transaction and due diligence process
13. Governing Law: Specification of applicable law and jurisdiction
1. Break Fee: Applicable when parties agree to a fee payable if either party withdraws from negotiations under specific circumstances
2. Deposit: Include when a deposit is required to demonstrate commitment to the transaction
3. Financing Conditions: Required when the buyer's ability to proceed is contingent on obtaining financing
4. Regulatory Approvals: Include when the transaction requires specific regulatory or governmental approvals
5. Employee Matters: Relevant for business purchases involving transfer of employees
6. Intellectual Property: Include for transactions involving significant IP assets
7. Environmental Matters: Required for properties or businesses with potential environmental concerns
8. Third Party Consents: Include when the transaction requires specific third party approvals or consents
1. Schedule 1 - Asset Description: Detailed description of the asset or property intended to be purchased
2. Schedule 2 - Due Diligence Requirements: List of required due diligence items and documentation
3. Schedule 3 - Proposed Timeline: Detailed timeline with key dates and milestones
4. Schedule 4 - Price Calculation: Details of purchase price calculation methodology if complex
5. Appendix A - Required Approvals: List of required regulatory or third-party approvals
6. Appendix B - Form of Confidentiality Agreement: Template confidentiality agreement if required separately
Asset
Business Day
Binding Provisions
Completion
Completion Date
Confidential Information
Conditions Precedent
Deposit
Due Diligence
Due Diligence Period
Due Diligence Materials
Effective Date
Encumbrance
Exclusivity Period
Final Purchase Agreement
Government Agency
GST
Intellectual Property Rights
Law
Material Adverse Change
Parties
Permitted Purpose
Purchase Price
Property
Related Body Corporate
Representative
Seller's Warranties
Subject Matter
Target Business
Third Party Consent
Transaction
Transaction Documents
Definitions
Purchase Intention
Subject Matter
Purchase Price
Due Diligence
Exclusivity
Confidentiality
Non-Binding Effect
Binding Provisions
Conditions Precedent
Timeline
Costs and Expenses
Representations and Warranties
Break Fee
Deposit
Access Rights
Information Disclosure
Third Party Consents
Regulatory Approvals
Notices
Assignment
Governing Law
Dispute Resolution
Force Majeure
Entire Agreement
Severability
Termination
Good Faith
Amendments
Real Estate
Manufacturing
Retail
Technology
Mining
Agriculture
Healthcare
Professional Services
Hospitality
Construction
Energy
Transport and Logistics
Legal
Finance
Commercial
Business Development
Operations
Risk and Compliance
Real Estate
Mergers & Acquisitions
Property Development
Corporate Affairs
Investment
Chief Executive Officer
Chief Financial Officer
Commercial Director
General Counsel
Legal Counsel
Corporate Lawyer
Property Manager
Business Development Manager
Mergers & Acquisitions Manager
Real Estate Manager
Investment Manager
Commercial Manager
Operations Director
Property Developer
Finance Director
Risk Manager
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