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1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies
2. Background: Context of the transaction and brief description of the subject matter of sale
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase, including the subject matter description
5. Purchase Price: Amount, currency, and payment terms including any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Timing, location, and mechanics of completion
8. Seller's Warranties: Representations and warranties given by the seller
9. Purchaser's Warranties: Representations and warranties given by the purchaser
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Post-Completion Obligations: Ongoing obligations after completion
12. Indemnities: Indemnification provisions and procedures
13. Confidentiality: Obligations regarding confidential information
14. Notices: Process and details for serving notices
15. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.
17. Execution: Signature blocks and execution formalities
1. Regulatory Approvals: Required when the transaction needs specific governmental or regulatory clearances
2. Foreign Exchange Compliance: Required when transaction involves international parties or cross-border payments
3. Tax Provisions: Detailed tax arrangements when complex tax implications are involved
4. Environmental Compliance: Required when the sale involves property with environmental considerations
5. Intellectual Property Rights: Required when the sale includes transfer of IP rights
6. Employee Matters: Required when the sale involves transfer of employees
7. Anti-corruption Compliance: Required for high-value transactions or when involving government entities
8. Force Majeure: Optional protection against unforeseen events preventing performance
9. Assignment and Transfer: Required when transfer rights need specific regulation
1. Schedule 1 - Property Description: Detailed description of the property or assets being sold
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments
3. Schedule 3 - Seller's Warranties: Comprehensive list of seller's warranties
4. Schedule 4 - Completion Obligations: Detailed list of actions required at completion
5. Schedule 5 - Encumbrances: List of existing encumbrances on the property/assets
6. Schedule 6 - Required Consents: List of third-party consents required
7. Schedule 7 - Excluded Assets: List of assets specifically excluded from the sale
8. Appendix A - Form of Transfer Deed: Template of the transfer deed to be executed
9. Appendix B - Power of Attorney: Format of any required power of attorney
10. Appendix C - Completion Certificates: Templates of certificates to be issued at completion
Applicable Law
Assets
Business Day
Closing
Closing Date
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deposit
Disclosure Schedule
Effective Date
Encumbrance
Event of Default
Execution Date
Force Majeure
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Liability
Losses
Material Adverse Effect
Notice
Parties
Permitted Encumbrances
Property
Purchase Price
Purchaser
Related Party
Relevant Authority
Representatives
Sale Assets
Seller
Stamp Duty
Taxation
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Purchaser Warranties
Title and Risk
Indemnification
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Default
Remedies
Notices
Stamp Duty and Registration
Tax Compliance
Regulatory Compliance
Dispute Resolution
Governing Law
Jurisdiction
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Time of Essence
Costs and Expenses
Further Assurance
Third Party Rights
Survival
Real Estate
Manufacturing
Retail
Technology
Healthcare
Automotive
Energy
Infrastructure
Agriculture
Hospitality
Mining
Telecommunications
Financial Services
Education
Logistics
Legal
Finance
Corporate Affairs
Compliance
Risk Management
Operations
Commercial
Procurement
Business Development
Property Management
Asset Management
Due Diligence
Strategy
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Manager
Managing Director
Finance Manager
Company Secretary
Compliance Officer
Risk Manager
Property Manager
Asset Manager
Operations Director
Commercial Director
Procurement Manager
Contract Manager
Due Diligence Officer
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