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1. Parties: Identifies all parties to the agreement, including transferor, transferee, and any guarantors
2. Background: Sets out the context and purpose of the transfer and assumption arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Transfer: Details the assets, rights, and interests being transferred
5. Assumption of Liabilities: Specifies which liabilities are being assumed by the transferee
6. Consideration: States the payment or other consideration for the transfer
7. Completion: Sets out completion mechanics, timing, and deliverables
8. Warranties and Representations: Contains warranties from both transferor and transferee
9. Tax: Addresses tax implications and responsibilities
10. Confidentiality: Establishes confidentiality obligations regarding the transaction
11. Notices: Specifies how formal notices should be given between parties
12. General Provisions: Contains standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Third Party Consents: Required when transfer of certain assets or contracts requires third party approval
2. Regulatory Compliance: Needed when the transfer requires regulatory approvals or compliance
3. Employee Matters: Include when the transfer involves employee transfers or employment-related obligations
4. Intellectual Property: Required when specific IP rights are being transferred
5. Transitional Services: Include when temporary post-completion services are needed
6. Security and Guarantees: Required when additional security or guarantees are part of the transaction
7. Non-Competition: Include when restrictions on future business activities are required
8. Post-Completion Adjustments: Needed when price adjustments may occur after completion
1. Schedule 1 - Transferred Assets: Detailed list and description of all assets being transferred
2. Schedule 2 - Assumed Liabilities: Comprehensive list of liabilities being assumed
3. Schedule 3 - Transferred Contracts: List of contracts being transferred with their key terms
4. Schedule 4 - Completion Deliverables: List of all documents and items to be delivered at completion
5. Schedule 5 - Form of Transfer Documents: Pro forma transfer documents required for specific assets
6. Schedule 6 - Excluded Assets and Liabilities: List of specific items excluded from the transfer
7. Schedule 7 - Required Consents: List of required third-party and regulatory consents
8. Appendix A - Completion Checklist: Detailed checklist of actions required for completion
Business Day
Completion
Completion Date
Consideration
Contracts
Cut-off Date
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
GST
Intellectual Property Rights
Laws
Losses
Material Adverse Change
Novation
Permitted Encumbrance
Related Body Corporate
Representatives
Security Interest
Stamp Duty
Tax
Third Party Consent
Transaction Documents
Transfer
Transferred Assets
Transferred Contracts
Transferred Employees
Transferor Group
Transferee Group
Transition Period
Warranties
Working Capital
Assumption of Liabilities
Consideration
Completion
Conditions Precedent
Warranties and Representations
Indemnities
Tax
GST
Employee Matters
Intellectual Property
Third Party Consents
Confidentiality
Assignment
Notices
Further Assurance
Costs
Stamp Duty
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Counterparts
Time of Essence
Survival
Transition Services
Security Interests
Non-Competition
Data Protection
Insurance
Records and Access
Publicity
Financial Services
Real Estate
Manufacturing
Mining
Technology
Healthcare
Retail
Infrastructure
Energy
Telecommunications
Professional Services
Transport and Logistics
Legal
Finance
Compliance
Risk Management
Corporate Development
Operations
Tax
Business Development
Mergers and Acquisitions
Company Secretariat
Legal Counsel
Corporate Lawyer
Chief Legal Officer
Chief Financial Officer
Commercial Director
Business Development Manager
Compliance Officer
Risk Manager
Transaction Manager
Company Secretary
Asset Manager
Operations Director
Due Diligence Manager
Integration Manager
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