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1. Parties: Identifies and defines the Seller and Buyer with their full legal names and addresses
2. Background: Establishes the context of the sale, including brief description of the asset and parties' intention to enter into the sale transaction
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core section stating the seller's agreement to sell and buyer's agreement to purchase the subject matter
5. Purchase Price: Specifies the agreed purchase price and payment terms, including any deposits or installments
6. Completion: Details of when and how the sale will be completed, including location and timing
7. Seller's Warranties: Standard warranties given by the seller regarding ownership, condition, and right to sell
8. Buyer's Warranties: Standard warranties given by the buyer, including capacity to purchase and funds availability
9. Risk and Title: Specifies when risk and title pass from seller to buyer
10. Entire Agreement: States that the contract represents the entire agreement between parties
11. Governing Law: Specifies Hong Kong law as governing law and jurisdiction
12. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Used when completion is subject to certain conditions being met first
2. Due Diligence: Include when buyer requires a due diligence period before completion
3. Regulatory Approvals: Required when the sale is subject to regulatory or governmental approvals
4. Intellectual Property: Include when the sale involves any IP rights
5. Confidentiality: Add when parties need to keep details of the transaction confidential
6. Non-Competition: Include when seller should be restricted from competing post-sale
7. Tax Provisions: Include when specific tax arrangements or implications need to be addressed
8. Force Majeure: Add when parties want protection against unforeseen circumstances
9. Assignment: Include when transfer rights need to be specifically addressed
10. Termination: Add when specific termination rights are required beyond basic breach provisions
1. Asset Description: Detailed description of the asset(s) being sold
2. Purchase Price Breakdown: Detailed breakdown of purchase price components if complex pricing structure
3. Form of Transfer Documents: Templates of any required transfer documentation
4. Completion Checklist: List of actions and documents required for completion
5. Encumbrances: List of any existing encumbrances on the asset
6. Due Diligence Results: Summary of due diligence findings if relevant
7. Regulatory Approvals: Copies or details of required regulatory approvals
Asset
Business Day
Buyer
Completion
Completion Date
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Force Majeure Event
Governing Law
HKD
Hong Kong
Intellectual Property Rights
Liabilities
Losses
Material Adverse Change
Party/Parties
Purchase Price
Related Persons
Relevant Authority
Sale
Seller
Signing Date
Transaction Documents
Transfer
Warranties
Working Hours
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Completion
Warranties and Representations
Title and Risk
Liability and Indemnification
Confidentiality
Force Majeure
Assignment
Termination
Governing Law and Jurisdiction
Dispute Resolution
Notices
Further Assurance
Severability
Entire Agreement
Amendments
Costs and Expenses
Tax
Anti-Money Laundering
Counterparts
Third Party Rights
Time of Essence
Transfer of Title
Insurance
Default
Remedies
Retail
Manufacturing
Real Estate
Technology
Automotive
Art and Collectibles
Industrial Equipment
Consumer Goods
Professional Services
Agriculture
Construction
Mining
Energy
Telecommunications
Legal
Sales
Procurement
Commercial
Compliance
Risk Management
Operations
Business Development
Corporate Affairs
Asset Management
Legal Counsel
Contract Manager
Sales Director
Procurement Manager
Business Development Manager
Commercial Director
Corporate Lawyer
Compliance Officer
Risk Manager
Operations Manager
Asset Manager
Chief Legal Officer
General Counsel
Sales Manager
Property Manager
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