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1. Parties: Identifies and provides full details of the seller and purchaser, including registration numbers for companies
2. Background: Sets out the context of the agreement and basic premises underlying the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core terms of the transaction, including description of units and basic sale obligations
5. Purchase Price: Specifies the price per unit, total purchase price, and currency
6. Payment Terms: Details the payment schedule, method of payment, and any deposit requirements
7. Delivery and Transfer: Specifies how and when the units will be delivered or transferred to the purchaser
8. Representations and Warranties: Key statements of fact and promises by both parties regarding their capacity and the units
9. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes fully effective
10. Title and Risk: Specifies when title passes and who bears risk at different stages
11. Compliance with Laws: Obligations regarding regulatory compliance and necessary approvals
12. Default and Termination: Consequences of breach and circumstances allowing termination
13. Dispute Resolution: Procedures for handling disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Foreign Exchange Provisions: Required when transaction involves foreign currency or international parties
2. Tax Provisions: Detailed section needed when specific tax arrangements or implications need to be addressed
3. Financing Arrangements: Include when purchase is subject to obtaining financing or involves installment payments
4. Security Arrangements: Required when collateral or security is being provided for the purchase
5. Insurance: Include when specific insurance requirements are needed for the units
6. Maintenance and Support: Relevant for units requiring ongoing maintenance or technical support
7. Intellectual Property: Include when units involve IP rights or licensing
8. Confidentiality: Detailed confidentiality provisions when sensitive information is involved
9. Force Majeure: Extended provisions when specific force majeure events need to be addressed
10. Anti-corruption Compliance: Detailed provisions when transaction involves high-value units or government contracts
1. Unit Specification Schedule: Detailed technical specifications of the units being purchased
2. Price Schedule: Breakdown of pricing, including any volume discounts or price adjustment mechanisms
3. Payment Schedule: Detailed payment milestones and amounts if involving installment payments
4. Delivery Schedule: Timing and logistics of unit delivery if involving multiple deliveries
5. Required Documents: List of documents required for completion of the transaction
6. Form of Transfer Documents: Templates of documents required for transferring title
7. Warranty Terms: Detailed warranty terms and conditions if applicable
8. Due Diligence Checklist: List of due diligence items to be completed
9. Regulatory Approvals: List of required regulatory approvals and status
10. Testing and Acceptance Procedures: Procedures for testing and accepting the units if applicable
Applicable Law
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Contract Price
Delivery
Delivery Date
Deposit
Effective Date
Encumbrance
Force Majeure Event
Governmental Authority
Intellectual Property Rights
Losses
Material Adverse Effect
Naira
Notice
Party/Parties
Payment Schedule
Purchase Price
Purchaser
Related Parties
Representatives
Seller
Specifications
Term
Territory
Title Documents
Transaction
Unit(s)
Unit Price
VAT
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Delivery
Title and Risk
Representations and Warranties
Seller Warranties
Purchaser Warranties
Due Diligence
Confidentiality
Data Protection
Intellectual Property
Indemnification
Force Majeure
Insurance
Regulatory Compliance
Anti-Money Laundering
Foreign Exchange
Tax
Assignment
Term and Termination
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Costs and Expenses
Further Assurance
Real Estate
Manufacturing
Technology
Financial Services
Energy
Telecommunications
Consumer Goods
Industrial Products
Agriculture
Mining
Construction
Retail
Investment Services
Healthcare
Legal
Finance
Procurement
Sales
Compliance
Risk Management
Operations
Business Development
Project Management
Investment
Property Management
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Commercial Director
Procurement Manager
Sales Director
Contract Manager
Legal Counsel
Compliance Officer
Risk Manager
Business Development Manager
Operations Manager
Investment Manager
Property Manager
Project Manager
Financial Controller
Company Secretary
Due Diligence Officer
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