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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
Assets
Business Day
Completion
Completion Date
Confidential Information
Consideration
Effective Date
Encumbrance
Force Majeure Event
Goods
Governing Law
Intellectual Property Rights
Liabilities
Losses
Material Adverse Change
Naira
Party/Parties
Purchase Price
Representatives
Seller's Warranties
Specification
Tax/Taxation
Territory
Title
Transaction
Transfer
VAT
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Seller's Warranties
Buyer's Warranties
Title and Risk
Delivery
Inspection
Insurance
Intellectual Property
Confidentiality
Force Majeure
Termination
Assignment
Third Party Rights
Notices
Severability
Entire Agreement
Variation
Waiver
Costs
Further Assurance
Counterparts
Dispute Resolution
Governing Law
Jurisdiction
Indemnification
Representations
Tax Matters
Compliance with Laws
Stamp Duty
Liability Limitations
Default
Remedies
Amendment
Survival
Manufacturing
Retail
Technology
Agriculture
Real Estate
Construction
Energy
Mining
Telecommunications
Automotive
Consumer Goods
Industrial Equipment
Healthcare
Pharmaceutical
Legal
Procurement
Commercial
Finance
Operations
Compliance
Risk Management
Supply Chain
Sales
Business Development
Corporate Secretariat
Legal Counsel
Procurement Manager
Commercial Director
Contract Manager
Supply Chain Manager
Chief Financial Officer
Business Development Manager
Operations Manager
Company Secretary
Risk Manager
Compliance Officer
Sales Director
Purchase Officer
General Manager
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