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Buy Sell Purchase Agreement
I need a Buy Sell Purchase Agreement for the sale of my manufacturing equipment business to a competitor for £2.5 million, with completion scheduled for March 2025 and including post-completion consulting obligations.
1. Parties: Identification and details of all contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction
5. Purchase Price: Amount, payment terms, and payment mechanism
6. Completion: Timing and mechanics of closing the transaction
7. Warranties: Standard warranties from both parties
8. Governing Law: Jurisdiction and applicable law
1. Conditions Precedent: Pre-completion conditions, used for complex transactions
2. Due Diligence: If buyer requires specific investigation rights
3. Post-Completion Obligations: For transactions requiring post-completion actions
4. Non-Compete: When restricting future competition is relevant
5. Confidentiality: For sensitive transactions requiring privacy
1. Asset Schedule: Detailed list of assets being transferred
2. Property Schedule: Details of any real estate included in sale
3. Intellectual Property Schedule: List of IP rights being transferred
4. Warranties Schedule: Detailed warranties and representations
5. Completion Requirements: Detailed list of completion deliverables
Authors
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Deposit
Encumbrance
Excluded Assets
Intellectual Property Rights
Liabilities
Long Stop Date
Loss
Material Adverse Change
Parties
Purchase Price
Seller's Group
Seller's Knowledge
Signing Date
Tax
Title Documents
Transaction
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Title and Risk
Indemnities
Limitations of Liability
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Force Majeure
Notices
Entire Agreement
Variation
Waiver
Severability
Costs
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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