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1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers for companies
2. Background: Provides context for the agreement and briefly describes the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the core agreement to sell and purchase, including description of goods/assets
5. Purchase Price: Specifies the amount, currency, and payment terms
6. Completion: Details the timing, location, and process for completing the transaction
7. Seller's Warranties: Lists the seller's warranties regarding the goods/assets being sold
8. Buyer's Warranties: Contains the buyer's warranties, particularly regarding authority to enter into the agreement
9. Condition of Goods: Describes the condition in which the goods will be delivered
10. Transfer of Risk: Specifies when risk passes from seller to buyer
11. Governing Law: Confirms Nigerian law as governing law and specifies jurisdiction
12. Notices: Sets out how formal notices under the agreement should be given
13. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Used when completion is subject to certain conditions being met
2. Due Diligence: Included when buyer has right to conduct investigations before completion
3. Insurance: Required when specific insurance arrangements need to be maintained
4. Intellectual Property: Needed when IP rights are involved in the purchase
5. Confidentiality: Important for sensitive commercial transactions
6. Non-Competition: Used when seller needs to be restricted from competing
7. Tax Provisions: Required for complex transactions with specific tax implications
8. Force Majeure: Important for long-term or high-value purchases
9. Assignment: Needed when transfer rights need to be specifically addressed
1. Schedule 1 - Description of Goods: Detailed specification of goods/assets being purchased
2. Schedule 2 - Purchase Price Calculation: Breakdown of purchase price components if complex
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Seller's Warranties: Detailed warranties if too lengthy for main agreement
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the goods/assets
6. Appendix A - Form of Transfer Documents: Templates for any required transfer documentation
7. Appendix B - Technical Specifications: Detailed technical information about goods if applicable
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