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1. Parties: Identification of the buyer, seller(s), and any guarantors with their full legal details
2. Background: Context of the transaction, description of the target entity, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including the assets/shares being sold and conditions precedent
5. Purchase Price: Purchase price, payment terms, adjustments, and earn-out provisions if applicable
6. Completion: Completion mechanics, timing, and deliverables
7. Seller Warranties: Standard warranties regarding title, capacity, and business operations
8. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
9. Buyer's Warranties: Warranties from the buyer regarding capacity and funding
10. Pre-Completion Obligations: Conduct of business between signing and completion
11. Tax Covenants: Tax indemnities and allocation of tax liabilities
12. Confidentiality and Announcements: Confidentiality obligations and publicity restrictions
13. Further Assurance: Obligations to take additional steps to give effect to the transaction
14. Assignment: Restrictions on transfer of rights under the agreement
15. Notices: Process for serving notices under the agreement
16. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
1. Non-Competition Covenants: Restrictions on seller's competing activities, used when seller is an individual or operational owner
2. Employee Provisions: Specific provisions for employee transfers and protections, needed when significant workforce is involved
3. Real Estate: Specific provisions dealing with property transfers, required when target owns significant real estate
4. Intellectual Property: Detailed IP provisions, needed when IP is a key asset
5. Environmental Indemnities: Specific environmental warranties and indemnities, used for industries with environmental risks
6. Foreign Investment Provisions: Additional provisions required for foreign buyers under Nigerian investment laws
7. Regulatory Compliance: Industry-specific regulatory compliance provisions, needed for regulated industries
8. Data Protection: Specific provisions for handling personal data, required when significant personal data is involved
9. Bank Funding Provisions: Additional provisions required when purchase is bank financed
1. Target Details: Corporate information about the target entity
2. Properties: List and details of real estate owned or leased
3. Intellectual Property: Schedule of IP rights owned or licensed
4. Key Contracts: List of material contracts and their terms
5. Employees: List of employees and their employment terms
6. Completion Obligations: Detailed list of completion deliverables and actions
7. Warranties: Detailed warranties about the business
8. Tax Covenant: Detailed tax indemnity provisions
9. Disputed Matters: List of ongoing disputes or potential claims
10. Data Room Index: Index of due diligence materials provided
11. Disclosure Letter: Specific disclosures against warranties
12. Form of Resignation Letters: Template resignation letters for outgoing directors
13. Form of Board Resolutions: Template board resolutions for completion
Accounts Date
Affiliate
Agreement
Assets
Board
Business
Business Day
Buyer
CAMA
CAC
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosure Letter
Effective Date
Encumbrance
FCCPC
Financial Statements
FIRS
Governmental Authority
Group
Guarantor
Intellectual Property Rights
ISA
Key Contracts
Key Employees
Laws
Liabilities
Losses
Management Accounts
Material Adverse Change
Material Contracts
NIPC
Naira
Notice
Parties
Permits
Properties
Purchase Price
Related Party
Relevant Authority
Representatives
SEC
Sale Shares
Seller
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Liability
Tax Returns
Transaction
Transaction Documents
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnities
Tax Covenants
Employee Matters
Real Property
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Regulatory Compliance
Foreign Investment
Environmental Matters
Insurance
Force Majeure
Assignment
Change of Control
Announcements
Further Assurance
Costs and Expenses
Notices
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Jurisdiction
Oil & Gas
Financial Services
Manufacturing
Technology
Telecommunications
Real Estate
Healthcare
Agriculture
Mining
Retail
Fast-Moving Consumer Goods
Infrastructure
Energy
Transportation
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Tax
Corporate Secretariat
Strategy
Human Resources
Operations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Finance Director
Legal Director
Corporate Development Director
Head of Mergers & Acquisitions
General Counsel
Company Secretary
Investment Director
Transaction Manager
Senior Legal Counsel
Corporate Finance Manager
Due Diligence Manager
Risk Manager
Compliance Officer
Board Member
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