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1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration numbers if applicable
2. Background: Context of the sale, brief description of the asset(s) being sold, and acknowledgment that the sale is on an 'as is' basis
3. Definitions: Key terms used throughout the agreement, including 'Asset(s)', 'Closing Date', 'Purchase Price', etc.
4. Object of Sale: Detailed description of what is being sold, including any identifying characteristics, serial numbers, or specifications
5. Purchase Price and Payment: The agreed price, payment terms, method of payment, and timing of payment
6. As Is Condition: Clear statement that the asset is sold in its current condition, with explicit disclaimers regarding warranties and representations
7. Transfer of Title and Risk: Specifics about when and how ownership and risk transfer from seller to buyer
8. Closing and Delivery: Details about the closing process, delivery arrangements, and associated responsibilities
9. Seller's Limited Representations: Basic representations about ownership and authority to sell
10. Buyer's Acknowledgments: Buyer's confirmation of inspection opportunity and acceptance of asset condition
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and competent courts
12. Signatures: Execution blocks for all parties
1. Taxes and Costs: Used when there are specific arrangements regarding tax liability or transaction costs
2. Intellectual Property: Include when the sale involves assets with IP components
3. Confidentiality: Required when sensitive information is exchanged during the transaction
4. Insurance: Include when there are specific insurance requirements during the transfer period
5. Export Controls: Necessary when dealing with items subject to export restrictions
6. Environmental Provisions: Include when selling assets with potential environmental implications
7. Third Party Rights: Required when the asset might be subject to third party claims or rights
8. Force Majeure: Optional clause for dealing with unforeseen circumstances affecting the transfer
1. Asset Description Schedule: Detailed technical description and specifications of the asset(s)
2. Photographs/Condition Report: Visual documentation of the asset's condition at time of sale
3. Title Documents: Copies of relevant ownership documents, registrations, or certificates
4. Delivery Protocol: Specific procedures for handover and acceptance of the asset
5. Known Defects List: Documentation of known issues or defects in the asset
6. Historical Maintenance Records: If available, documentation of past maintenance or repairs
Asset
Business Day
Buyer
Closing
Closing Date
Condition
Delivery
Delivery Date
Delivery Location
Effective Date
Encumbrance
Execution Date
Inspection Period
Known Defects
Liabilities
Parties
Purchase Price
Seller
Specification
Title Documents
Transaction
Transfer
Transfer Date
VAT
Warranties
As Is Condition
Authority to Sell
Closing Requirements
Consideration
Costs and Taxes
Delivery
Dispute Resolution
Entire Agreement
Force Majeure
Governing Law
Indemnification
Inspection Rights
Insurance
Liability Limitation
No Warranties
Notice
Payment Terms
Recitals
Representations
Risk Transfer
Severability
Signatures
Title Transfer
Third Party Rights
Warranties Disclaimer
Manufacturing
Industrial Equipment
Real Estate
Automotive
Marine
Aviation
Agriculture
Construction
Technology
Machinery
Retail
Energy
Mining
Transportation
Telecommunications
Legal
Procurement
Sales
Commercial
Operations
Risk Management
Compliance
Finance
Asset Management
Property Management
Business Development
Legal Counsel
Contract Manager
Procurement Manager
Sales Manager
Business Development Manager
Asset Manager
Operations Manager
Risk Manager
Compliance Officer
Commercial Director
Chief Legal Officer
Chief Financial Officer
Property Manager
Fleet Manager
Equipment Manager
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