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1. Parties: Identification and details of the buyer and seller
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase Price: Amount and payment terms
5. Description of Property/Goods: Detailed description of items being sold
6. Closing: Terms and conditions for completing the transaction
7. Representations and Warranties: Statements of fact and guarantees by both parties
8. Governing Law: Specification of applicable laws and jurisdiction
1. Due Diligence: Buyer's right to investigate and inspect the property/goods before closing
2. Financing Conditions: Terms and conditions related to obtaining financing for the purchase
3. Environmental Matters: Environmental warranties, indemnities, and compliance requirements
4. Post-Closing Obligations: Obligations of parties after the closing date
5. Force Majeure: Provisions for unforeseen circumstances preventing performance
1. Schedule A - Property Description: Detailed description of property or goods being sold
2. Schedule B - Purchase Price Allocation: Breakdown of purchase price components
3. Schedule C - Permitted Encumbrances: List of acceptable liens or encumbrances
4. Schedule D - Required Consents: List of third-party approvals needed for the transaction
5. Schedule E - Due Diligence Documents: List of documents to be provided for buyer's due diligence
Applicable Law
Assets
Business Day
Closing
Closing Date
Closing Documents
Consideration
Deposit
Due Diligence Period
Effective Date
Encumbrances
Environmental Laws
Force Majeure
Governmental Authority
Intellectual Property
Inventory
Liabilities
Material Adverse Effect
Parties
Permitted Encumbrances
Property
Purchase Price
Purchaser
Representatives
Seller
Taxes
Third Party
Transaction
Transfer
Warranties
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Representations and Warranties
Covenants
Risk and Title Transfer
Closing Conditions
Closing Mechanics
Adjustments
Deposit
Inspection Rights
Title Insurance
Environmental Matters
Confidentiality
Assignment
Force Majeure
Default and Remedies
Indemnification
Survival
Notices
Governing Law
Dispute Resolution
Amendment and Waiver
Severability
Entire Agreement
Further Assurances
Costs and Expenses
Time of Essence
Counterparts
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