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1. Parties: Identification and details of buyer and seller
2. Background: Context of the transaction and business being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and payment
5. Completion: Timing and mechanics of completion
6. Warranties: Seller's warranties regarding the business and goodwill
7. Confidentiality: Protection of sensitive information
1. Employee Matters: Required if staff are transferring under TUPE
2. Tax Covenant: Detailed tax provisions if significant tax implications
3. Non-Compete: Restrictions on seller's future activities
4. Intellectual Property: Required if specific IP rights form part of goodwill
1. Assets Schedule: Detailed list of assets comprising the goodwill
2. Warranties Schedule: Detailed warranties given by seller
3. Employees Schedule: List of transferring employees if applicable
4. Intellectual Property Schedule: Details of transferred IP rights
5. Completion Requirements: List of documents required at completion
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Customer Contracts
Data Protection Laws
Effective Date
Encumbrance
Goodwill
Group
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Parties
Purchase Price
Seller's Knowledge
Subsidiaries
Tax
Territory
Third Party
Trade Secrets
Transaction
Transfer Date
VAT
Warranties
Working Capital
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Customer Contracts
Employee Matters
Tax Covenants
Third Party Rights
Assignment
Force Majeure
Notices
Severability
Entire Agreement
Governing Law
Dispute Resolution
Further Assurance
Costs
Waiver
Variation
Counterparts
Announcements
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