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1. Parties: Identification of the transferor and transferee with complete legal details
2. Background: Context of the transaction and brief description of the business and assets being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Transfer of Assets: Core provision detailing the assets being transferred and confirmation of transfer
5. Purchase Price: Details of consideration, payment terms, adjustments, and payment mechanics
6. Completion: Timing and mechanics of completion, including conditions precedent
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including business conduct
8. Completion Deliverables: List of documents and actions required at completion
9. Representations and Warranties: Standard warranties about the business, assets, and authority to transfer
10. Tax Matters: Allocation of tax liabilities and obligations
11. Indemnification: Indemnity provisions and liability allocation between parties
12. Confidentiality: Provisions regarding confidential information and announcements
13. Notices: Process and details for serving notices under the agreement
14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction details
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Employee Transfer: Details of employee transfers and associated obligations - include when employees are being transferred
2. Intellectual Property: Specific provisions for IP transfer and protection - include when IP assets are involved
3. Real Estate: Specific provisions for transfer of real estate assets - include when property is being transferred
4. Transition Services: Framework for post-completion support services - include when ongoing support is needed
5. Regulatory Compliance: Specific regulatory obligations and approvals - include for regulated industries
6. Environmental Matters: Environmental compliance and liability transfer - include for businesses with environmental impact
7. Non-Compete: Restrictions on seller's future business activities - include when competitive protection is needed
8. Contract Assignment: Specific provisions for assignment of key contracts - include when contracts require formal assignment
1. Schedule 1 - Assets List: Detailed inventory of all assets being transferred
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer
3. Schedule 3 - Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments
4. Schedule 4 - Completion Obligations: Detailed list of actions and deliverables required at completion
5. Schedule 5 - Warranties: Detailed warranties given by the seller
6. Schedule 6 - Transferring Employees: List of employees and their terms of employment
7. Schedule 7 - Intellectual Property: Details of all IP assets being transferred
8. Schedule 8 - Material Contracts: List of key contracts being transferred
9. Schedule 9 - Properties: Details of any real estate assets included in the transfer
10. Appendix 1 - Form of Transfer Instruments: Template documents for effecting the transfer of specific assets
Accounting Principles
Adjustment Amount
Affiliate
Agreement
Applicable Law
Assets
Business
Business Day
Business Information
Business Intellectual Property
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contract
Control
Cut-off Date
Data Room
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
GST
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Inventory
IT Systems
Key Employees
Liabilities
Licenses
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Parties
Permits
Permitted Encumbrances
Properties
Purchase Price
Records
Related Party
Representatives
Seller's Group
Stamp Duty
Takeover Date
Tax
Tax Authority
Tax Return
Third Party
Transaction
Transaction Documents
Transfer
Transferring Employees
Transition Period
Transition Services
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Due Diligence
Employee Transfer
Intellectual Property
Property Transfer
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Contract Novation
Environmental Compliance
Regulatory Compliance
Transition Services
Books and Records
Insurance
Stamp Duty
Registration
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Counterparts
Third Party Rights
Costs and Expenses
Further Assurance
Waiver
Time of Essence
Manufacturing
Technology
Retail
Healthcare
Real Estate
Hospitality
Financial Services
Professional Services
Industrial
Energy
Telecommunications
Automotive
Agriculture
Construction
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Human Resources
Operations
Risk Management
Corporate Secretarial
Business Development
Property Management
Asset Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Business Development Manager
Mergers & Acquisitions Director
Finance Director
Commercial Director
Risk Manager
Compliance Officer
Tax Manager
Company Secretary
Operations Director
Human Resources Director
Asset Manager
Property Manager
Investment Manager
Transaction Manager
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