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1. Parties: Identification of the buyer, seller and target entity with their complete legal details
2. Background: Context of the transaction and brief description of the target entity
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and deliverables
9. Warranties: Seller's representations and warranties about the target entity
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax-related provisions, including indemnities and conduct of tax affairs
12. Confidentiality: Obligations regarding transaction and business confidentiality
13. Announcements: Requirements for public statements about the transaction
14. Further Assurance: Obligations to take additional steps to give effect to the agreement
15. Governing Law and Jurisdiction: Choice of Pakistani law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Seller Financing: Terms of any deferred consideration or seller-provided financing
2. Employee Matters: Specific provisions dealing with employees and benefits if significant HR issues exist
3. Real Estate: Specific provisions for real estate assets if they form a material part of the transaction
4. Intellectual Property: Detailed IP provisions if IP assets are material to the business
5. Environmental Matters: Environmental warranties and indemnities for businesses with environmental risks
6. Competition/Antitrust: Specific provisions if competition law approvals are required
7. Transitional Services: Terms of any post-completion services provided by seller
8. Non-Compete and Non-Solicit: Restrictions on seller's future activities if required for business protection
9. Foreign Investment Provisions: Additional provisions required for foreign buyers under Pakistani law
1. Target Entity Details: Corporate information, shareholding structure, and organizational documents
2. Warranties: Detailed warranties about the target entity's business and affairs
3. Properties: List and details of real estate owned or leased by the target
4. Material Contracts: List and copies of key business contracts
5. Intellectual Property: Schedule of IP rights owned or licensed by the target
6. Employees: List of employees and their key terms of employment
7. Completion Deliverables: List of documents and items to be delivered at completion
8. Permitted Leakage: Agreed exceptions to locked box provisions if applicable
9. Data Room Index: Index of due diligence materials provided
10. Disclosed Matters: Specific disclosures against the warranties
Accounts Date
Affiliate
Agreement
Anti-Corruption Laws
Applicable Law
Business
Business Day
Buyer
Claims
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Knowledge
Leakage
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Permitted Leakage
Properties
Purchase Price
Regulatory Approvals
Related Party
Representatives
SECP
Seller
Seller's Guarantor
Shares
Signing Date
State Bank of Pakistan
Subsidiaries
Target Company
Tax
Tax Authority
Tax Returns
Transaction
Transaction Documents
Warranties
Working Capital
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion Mechanics
Post-completion Obligations
Warranties
Tax Covenants
Tax Indemnities
General Indemnities
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Regulatory Compliance
Foreign Investment
Anti-corruption
Environmental Matters
Data Protection
Force Majeure
Assignment
Notices
Further Assurance
Costs and Expenses
Announcements
Entire Agreement
Amendments
Severability
Governing Law
Dispute Resolution
Jurisdiction
Counterparts
Manufacturing
Technology
Financial Services
Real Estate
Retail
Healthcare
Energy
Telecommunications
Agriculture
Construction
Professional Services
Transportation
Education
Hospitality
Mining
Pharmaceuticals
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Tax
Corporate Secretarial
Due Diligence
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Legal Director
M&A Director
Investment Banker
Financial Controller
Company Secretary
Board Director
Managing Director
Corporate Development Manager
Due Diligence Manager
Risk Manager
Compliance Officer
Business Development Director
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