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1. Parties: Identifies and provides full details of the seller and purchaser, including registration/identification numbers and addresses
2. Background: Provides context for the transaction, including brief description of the asset and parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the property/goods being sold
5. Purchase Price: Specifies the total consideration and payment structure
6. Payment Terms: Details the method, timing and conditions of payment
7. Conditions Precedent: Conditions that must be satisfied before completion of the sale
8. Seller's Representations and Warranties: Statements of fact and assurances given by the seller about the asset and their capacity to sell
9. Buyer's Representations and Warranties: Statements of fact and assurances given by the buyer about their capacity to purchase
10. Completion: Process and requirements for closing the transaction
11. Post-Completion Obligations: Actions required after the completion date
12. Indemnification: Provisions for compensation in case of breach or misrepresentation
13. Governing Law and Jurisdiction: Specifies applicable law and courts having jurisdiction
14. Notices: Process and addresses for formal communications between parties
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Due Diligence: Used when buyer requires a period to investigate the asset before completion
2. Financing Contingency: Include when purchase is contingent on buyer obtaining financing
3. Environmental Matters: Required for sale of industrial property or where environmental concerns exist
4. Intellectual Property Rights: Include when sale involves transfer of IP rights
5. Employee Matters: Necessary when sale involves transfer of employees or business
6. Tax Matters: Include detailed tax provisions for complex transactions or cross-border sales
7. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
8. Confidentiality: Include when transaction involves sensitive information
9. Non-Compete: Used in business sales to restrict seller's future activities
10. Broker/Finder's Fee: Include when intermediaries are involved in the transaction
1. Schedule 1 - Asset Description: Detailed description of the asset being sold, including specifications, conditions, or property details
2. Schedule 2 - Purchase Price Breakdown: Itemized breakdown of the purchase price components
3. Schedule 3 - Payment Schedule: Detailed payment timeline and installment amounts
4. Schedule 4 - Required Consents: List of third-party consents required for the transaction
5. Schedule 5 - Encumbrances: List of existing liens, charges, or other encumbrances on the asset
6. Schedule 6 - Due Diligence Documents: List of documents to be provided for due diligence
7. Appendix A - Form of Transfer Deed: Template of the deed of transfer to be executed
8. Appendix B - Completion Checklist: List of documents and actions required for completion
9. Appendix C - Disclosure Schedule: Seller's disclosures against representations and warranties
Applicable Law
Asset
Business Day
Closing
Closing Date
Completion
Completion Date
Confidential Information
Consideration
Default
Effective Date
Encumbrance
Force Majeure Event
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Liability
Losses
Material Adverse Effect
Notice
Parties
Permitted Encumbrances
Property
Purchase Price
Purchaser
Related Party
Representatives
Seller
Stamp Duty
Taxes
Territory
Third Party
Title Documents
Transaction
Transfer
Warranties
Working Hours
Recitals
Definitions
Subject Matter of Sale
Purchase Price
Payment Terms
Deposit
Title Transfer
Conditions Precedent
Due Diligence
Representations and Warranties
Seller's Covenants
Buyer's Covenants
Completion
Post-Completion Obligations
Indemnification
Risk and Insurance
Default
Termination
Force Majeure
Confidentiality
Non-Competition
Assignment
Notices
Governing Law
Dispute Resolution
Stamp Duty and Registration
Costs and Expenses
Entire Agreement
Severability
Amendment
Waiver
Further Assurance
Counterparts
Time of Essence
Survival
Third Party Rights
Authority and Capacity
Environmental Matters
Compliance with Laws
Tax Matters
Intellectual Property
Employee Matters
Broker/Intermediary
Good Faith
Limitation of Liability
Real Estate
Manufacturing
Retail
Technology
Industrial
Agriculture
Automotive
Consumer Goods
Energy
Healthcare
Hospitality
Infrastructure
Mining
Telecommunications
Legal
Finance
Procurement
Business Development
Compliance
Risk Management
Sales
Corporate Affairs
Operations
Real Estate
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Company Secretary
Compliance Officer
Contract Manager
Property Manager
Real Estate Manager
Procurement Manager
Sales Director
Managing Director
Chief Executive Officer
Finance Manager
Risk Manager
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