Outright Purchase Agreement for Nigeria

Outright Purchase Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law that facilitates the complete transfer of ownership of assets from a seller to a buyer. This agreement details the terms and conditions of the sale, including purchase price, payment terms, warranties, and transfer of title. It ensures compliance with Nigerian commercial law requirements while protecting both parties' interests through clear specification of rights, obligations, and remedies. The document includes provisions for due diligence, regulatory compliance, and risk transfer, making it suitable for both simple and complex asset acquisitions in the Nigerian business environment.

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What is a Outright Purchase Agreement?

The Outright Purchase Agreement is a fundamental commercial document used in Nigeria when one party wishes to acquire complete ownership of assets from another party. This agreement type is distinct from lease purchases or hire purchase arrangements as it involves immediate or scheduled transfer of full ownership rights. It is commonly used for acquiring various assets including equipment, vehicles, real estate, or business assets, and must comply with Nigerian contract law, the Sale of Goods Act, and other relevant legislation. The document typically includes comprehensive details about the asset, purchase price, payment terms, warranties, and risk transfer provisions. It's particularly important in the Nigerian context where proper documentation of ownership transfer is crucial for legal certainty and dispute prevention.

What sections should be included in a Outright Purchase Agreement?

1. Parties: Identification and details of the seller and buyer, including registration numbers for companies

2. Background: Context of the transaction and brief description of the asset being purchased

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the sale including the asset description and confirmation of outright transfer

5. Purchase Price: Specification of the purchase price, payment terms, and payment method

6. Completion: Details of when and how the transfer of ownership will be completed

7. Seller's Warranties: Warranties regarding ownership, condition, and quality of the asset

8. Transfer of Risk: Specification of when risk passes from seller to buyer

9. Delivery: Terms and conditions for delivery of the asset

10. Tax Matters: Allocation of responsibility for taxes arising from the transaction

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. Governing Law and Jurisdiction: Confirmation of Nigerian law as governing law and jurisdiction for disputes

14. Entire Agreement: Standard boilerplate confirming this is the complete agreement between parties

What sections are optional to include in a Outright Purchase Agreement?

1. Regulatory Compliance: Required when the asset requires specific regulatory approvals or licenses

2. Environmental Matters: Needed when purchasing assets with potential environmental implications

3. Intellectual Property Rights: Required when the purchase includes any IP rights

4. Employee Matters: Needed when the purchase involves transfer of employees or employment obligations

5. Due Diligence: Important when the buyer has conducted significant due diligence that needs to be referenced

6. Security Arrangements: Required when there are any security arrangements for deferred payments

7. Insurance: Needed when specific insurance arrangements are required during transition

8. Anti-corruption Compliance: Important for high-value transactions or when dealing with government entities

What schedules should be included in a Outright Purchase Agreement?

1. Asset Description: Detailed description and specifications of the asset being purchased

2. Purchase Price Calculation: Breakdown of the purchase price if complex calculations are involved

3. Form of Transfer Documents: Templates of any required transfer documentation

4. Required Consents: List of third-party or regulatory consents required

5. Encumbrances: List of any existing encumbrances on the asset

6. Due Diligence Results: Summary of key due diligence findings if relevant

7. Completion Checklist: List of actions required to complete the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant Industries

Manufacturing

Real Estate

Oil and Gas

Agriculture

Technology

Automotive

Industrial Equipment

Consumer Goods

Construction

Mining

Telecommunications

Transportation

Retail

Healthcare

Energy

Relevant Teams

Legal

Finance

Procurement

Operations

Risk Management

Compliance

Commercial

Business Development

Asset Management

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Commercial Director

Procurement Manager

Legal Counsel

Contract Manager

Finance Manager

Operations Director

Business Development Manager

Risk Manager

Compliance Officer

Asset Manager

Property Manager

Supply Chain Manager

Company Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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