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1. Parties: Identification and details of all parties involved in the agreement
2. Background: Context of the transaction and brief description of what each party wishes to achieve
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the sale including description of items/property being sold
5. Purchase Price: Details of the purchase price, payment terms, and payment mechanics
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Completion: Details of when, where and how completion will take place
8. Seller's Warranties: Warranties given by the seller regarding the sale items/property
9. Buyer's Warranties: Warranties given by the buyer, including capacity to enter into the agreement
10. Title and Risk: When and how title passes, and allocation of risk
11. Confidentiality: Obligations regarding confidential information
12. Notices: How formal notices under the agreement should be given
13. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
14. Execution: Signature blocks and execution formalities
1. Due Diligence: Used when the buyer needs to conduct investigations before completion
2. Property Matters: Include when the sale involves real property, covering specific property-related terms
3. Intellectual Property: Include when the sale involves transfer of IP rights
4. Employee Matters: Required when the sale involves transfer of employees
5. Tax Covenants: Include for complex transactions with specific tax implications
6. Post-Completion Obligations: Used when parties have ongoing obligations after completion
7. Environmental Matters: Include when environmental issues are relevant to the sale
8. Competition/Antitrust: Required for large transactions requiring regulatory approval
1. Schedule 1 - Description of Sale Items: Detailed description of goods/property being sold
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Seller's Warranties: Full list of warranties given by the seller
5. Schedule 5 - Property Information: Detailed property information if real estate is involved
6. Schedule 6 - Encumbrances: List of any existing charges, mortgages or other encumbrances
7. Appendix A - Form of Transfer Deed: Template transfer deed to be used at completion
8. Appendix B - Required Consents: List of third-party consents required for the sale
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Event of Default
Execution Date
Force Majeure Event
Governing Law
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Notice
Parties
Permitted Encumbrances
Property
Purchase Price
Purchaser
Related Parties
Relevant Authority
Sale Assets
Schedule
Security Interest
Seller
Signing Date
Specified Assets
Tax
Territory
Third Party
Title Documents
Transaction
Transfer
VAT
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Completion
Pre-Completion Obligations
Post-Completion Obligations
Title and Risk
Warranties
Representations
Indemnities
Tax Covenants
Property Matters
Assignment
Confidentiality
Data Protection
Intellectual Property
Employee Matters
Environmental Matters
Insurance
Force Majeure
Termination
Default
Remedies
Notices
Costs
Time of Essence
Further Assurance
Waiver
Severability
Entire Agreement
Variation
Assignment and Novation
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Real Estate
Retail
Manufacturing
Technology
Agriculture
Professional Services
Construction
Energy
Consumer Goods
Industrial
Automotive
Healthcare
Hospitality
Mining
Transportation
Legal
Finance
Commercial
Procurement
Sales
Business Development
Operations
Risk & Compliance
Property Management
Corporate Secretariat
Asset Management
Legal Counsel
Commercial Director
Chief Financial Officer
Procurement Manager
Sales Director
Business Development Manager
Contract Manager
Property Manager
Operations Director
Risk Manager
Compliance Officer
Chief Executive Officer
Company Secretary
Finance Manager
Asset Manager
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