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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Context of the transaction and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the subject matter at a future date
5. Purchase Price: Specification of purchase price, payment structure, and timing
6. Deposit: Details of any initial deposit, its treatment and whether refundable
7. Conditions Precedent: Conditions that must be satisfied before completion
8. Completion: Process and requirements for completion of the purchase
9. Seller's Warranties: Warranties regarding the subject matter of the purchase
10. Buyer's Warranties: Warranties regarding buyer's capacity and authority
11. Default and Termination: Consequences of default and termination rights
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, assignment, etc
1. Security Arrangements: Include when the deferred payment is secured by assets or guarantees
2. Interest Provisions: Include when interest is payable on the deferred amount
3. Third Party Rights: Include when third parties have rights under the agreement
4. Tax Provisions: Include detailed tax provisions when complex tax implications exist
5. Foreign Exchange Provisions: Include when payment involves multiple currencies
6. Force Majeure: Include when extended deferral period requires protection against unforeseen events
7. Regulatory Compliance: Include when transaction requires specific regulatory approvals
1. Asset Description Schedule: Detailed description of assets/securities being purchased
2. Payment Schedule: Detailed breakdown of payment amounts and dates
3. Completion Requirements: Checklist of documents and actions required for completion
4. Form of Transfer Documents: Templates for transfer documents to be used at completion
5. Security Documents: Forms of any security documents required
6. Warranty Schedule: Detailed warranties given by the seller
7. Calculation Schedule: Methodology for calculating adjustments to purchase price if applicable
Agreement
Applicable Law
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Default Event
Default Interest Rate
Deferred Amount
Deferred Payment Date
Deposit
Effective Date
Encumbrance
Event of Default
Final Payment Date
Financial Indebtedness
Force Majeure Event
Governmental Authority
Initial Payment
Installment Payment
Interest Period
Material Adverse Change
Payment Date
Payment Schedule
Permitted Encumbrance
Purchase Price
Purchase Price Adjustment
Regulatory Approvals
Related Party
Security
Security Documents
Security Interest
Seller's Account
Specified Assets
Target
Tax
Transaction Documents
Transfer Date
Warranties
Purchase Price
Payment Terms
Deferred Payment
Conditions Precedent
Completion
Security
Interest
Representations and Warranties
Covenants
Title and Risk
Default
Force Majeure
Assignment
Confidentiality
Notices
Governing Law
Dispute Resolution
Amendment
Termination
Tax
Costs and Expenses
Further Assurance
Severability
Entire Agreement
Third Party Rights
Time of Essence
Counterparts
Indemnification
Set-off
Currency
Registration Rights
Anti-Money Laundering
Regulatory Compliance
Financial Services
Real Estate
Manufacturing
Technology
Mining
Agriculture
Retail
Energy
Infrastructure
Private Equity
Telecommunications
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Tax
Business Development
Commercial Operations
Chief Financial Officer
Chief Legal Officer
Corporate Counsel
Finance Director
Investment Manager
Commercial Director
Treasury Manager
Risk Manager
Compliance Officer
Business Development Director
Mergers & Acquisitions Manager
Corporate Secretary
Transaction Manager
Asset Manager
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