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Preliminary Sale And Purchase Agreement
"I need a Preliminary Sale and Purchase Agreement for the acquisition of a small technology company based in Manchester, with specific focus on protecting intellectual property rights and including a 60-day exclusivity period for due diligence, targeting completion by March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of assets being sold
5. Purchase Price: Amount and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Timing and Completion: Timeline and completion mechanics
8. Governing Law: Jurisdiction and applicable law
1. Due Diligence: Process for buyer investigation - used in complex transactions or business sales
2. Warranties: Seller's representations about the asset - used in business or high-value asset sales
3. Employee Provisions: Treatment of employees - used in business sales involving staff transfer
4. Intellectual Property: IP rights transfer provisions - used in sales involving IP assets
1. Asset Schedule: Detailed list of assets included in sale
2. Due Diligence Requirements: List of documents and information to be provided
3. Form of Warranties: Detailed warranties to be given at completion
4. Completion Requirements: Checklist of actions required for completion
Authors
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrance
Execution Date
Exclusivity Period
Governmental Authority
Initial Deposit
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Material Adverse Change
Party
Parties
Permitted Encumbrances
Property
Purchase Price
Related Persons
Seller's Warranties
Target Business
Tax
Taxation
Transaction
Transaction Documents
Transfer
VAT
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Deposit
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Warranties
Representations
Title and Risk
Confidentiality
Exclusivity
Break Fee
Termination
Force Majeure
Assignment
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Costs
Further Assurance
Counterparts
Governing Law
Dispute Resolution
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A binding preliminary agreement under English and Welsh law that sets out the key terms for a sale and purchase transaction before the definitive agreement.
Preliminary Sale Agreement
A legally binding document under English and Welsh law that establishes initial terms and conditions for a proposed sale transaction.
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An English law agreement setting out initial terms and conditions for a proposed purchase, serving as a framework for the final transaction.
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