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1. Parties: Identifies and defines the seller and purchaser with their full legal details
2. Background: Sets out the context of the agreement and general intention of the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Details the fundamental agreement to sell and purchase the asset
5. Purchase Price: Specifies the total purchase price and how it was determined
6. Payment Terms: Details the structure of deferred payments, including installments, dates, and payment methods
7. Conditions Precedent: Lists any conditions that must be satisfied before the agreement becomes effective
8. Title and Risk: Specifies when title passes and who bears risk during the deferral period
9. Security Arrangements: Details any security interests or guarantees protecting the seller during the deferral period
10. Seller's Obligations: Lists all obligations of the seller including maintenance and insurance requirements during the deferral period
11. Purchaser's Obligations: Details all obligations of the purchaser including payment and maintenance requirements
12. Default and Termination: Specifies what constitutes default and the consequences of default or early termination
13. General Provisions: Standard contract clauses including notices, amendments, governing law, and dispute resolution
1. GST Provisions: Required when the transaction is subject to GST, detailing GST treatment and obligations
2. Asset Use During Deferral: Include when the purchaser has right to use the asset during the deferral period
3. Third Party Consents: Required when the sale requires approval or consent from external parties
4. Intellectual Property: Include when the sale involves IP rights or licensing
5. Environmental Compliance: Required for sales involving land or assets with environmental implications
6. Employee Matters: Include when the sale involves transfer of employees or employment obligations
7. Transitional Services: Required when seller provides ongoing services during the deferral period
1. Schedule 1 - Asset Description: Detailed description of the asset(s) being sold including specifications and condition
2. Schedule 2 - Payment Schedule: Detailed payment timeline including amounts, dates, and payment methods
3. Schedule 3 - Security Documents: Forms of any security documents required under the agreement
4. Schedule 4 - Condition Report: Current condition of assets and any known issues or defects
5. Schedule 5 - Required Consents: List of all required third-party consents and their status
6. Appendix A - Transfer Documents: Forms of transfer documents to be executed upon completion
7. Appendix B - Warranties: Detailed warranties given by the seller regarding the asset
Asset
Business Day
Completion
Completion Date
Conditions Precedent
Default Event
Default Interest Rate
Default Notice
Deferred Amount
Deferred Payment Date
Deposit
Encumbrance
Event of Default
Final Payment Date
GST
Initial Payment
Installment
Interest Rate
Law
Material Adverse Change
Payment Date
Payment Schedule
Permitted Encumbrance
Purchase Price
Related Company
Relevant Interest
Security
Security Documents
Security Interest
Seller Warranties
Settlement Date
Term
Title Documents
Transfer Date
Transfer Documents
Outstanding Balance
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Deferral Arrangements
Security
Title and Risk
Conditions Precedent
Warranties
Representations
Seller Obligations
Purchaser Obligations
GST
Default
Termination
Force Majeure
Assignment
Confidentiality
Notices
Further Assurance
Costs
Time of Essence
Entire Agreement
Severability
Waiver
Amendment
Governing Law
Dispute Resolution
Counterparts
Insurance
Indemnification
Transfer Restrictions
Set-off Rights
Third Party Rights
Registration
Compliance with Laws
Interest on Late Payments
Real Estate
Manufacturing
Agriculture
Technology
Construction
Mining
Retail
Transport and Logistics
Professional Services
Energy and Resources
Legal
Finance
Commercial
Risk and Compliance
Operations
Treasury
Credit Control
Procurement
Business Development
Property Management
Chief Financial Officer
Commercial Director
Legal Counsel
Contract Manager
Finance Manager
Business Development Manager
Risk Manager
Treasury Manager
Operations Director
Commercial Manager
Property Manager
Asset Manager
Procurement Manager
Company Secretary
Credit Controller
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