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1. Parties: Identification of the Seller and Buyer with full legal details
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale of Business: Core transaction terms including purchase price, payment terms, and what constitutes the business being sold
5. Purchase Price and Payment: Detailed breakdown of purchase price, payment method, and timing
6. Conditions Precedent: Conditions that must be met before the sale becomes effective
7. Due Diligence: Terms regarding the buyer's right to investigate the business and related timeframes
8. Warranties and Representations: Seller's warranties about the business, assets, liabilities, and operations
9. Assets and Liabilities: Detailed description of assets included and treatment of liabilities
10. Employee Matters: Treatment of employees and related obligations under South African labor law
11. Handover and Transition: Process for business handover and transition period arrangements
12. Completion: Actions required at completion and completion date procedures
13. Post-Completion Obligations: Ongoing obligations after the sale is completed
14. Restraint of Trade: Restrictions on seller's future business activities
15. Dispute Resolution: Process for handling disputes under South African law
16. General Provisions: Standard legal clauses including notices, governing law, etc.
1. BEE Compliance: Required when the transaction needs to address Black Economic Empowerment requirements
2. Intellectual Property: Required when significant IP assets are involved in the sale
3. Lease Agreements: Required when business premises are leased and transfer of lease is part of the sale
4. Third Party Contracts: Required when significant contracts need to be transferred or addressed
5. Environmental Matters: Required for businesses with environmental impacts or compliance requirements
6. Stock and Inventory: Required for businesses with significant inventory components
7. Earn-out Provisions: Required when part of purchase price is tied to future performance
8. Competition Law Compliance: Required when the sale might have competition law implications
1. Schedule 1: Asset Register: Detailed list of all assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Employee Information: Details of all employees, their terms, and conditions
4. Schedule 4: Financial Statements: Recent financial statements and management accounts
5. Schedule 5: Contracts: List of all business contracts to be transferred
6. Schedule 6: Intellectual Property: Details of all IP rights included in the sale
7. Schedule 7: Properties: Details of any real property or lease agreements
8. Schedule 8: Warranties: Detailed warranties given by the seller
9. Appendix A: Due Diligence Checklist: Checklist of items to be reviewed during due diligence
10. Appendix B: Completion Checklist: List of actions required for completion
Accounts Receivable
Accounts Payable
Agreed Purchase Price
Assets
BEE Certificate
BEE Status
Business
Business Day
Business Records
Completion Date
Completion
Conditions Precedent
Contracts
Due Diligence Period
Effective Date
Employees
Encumbrance
Excluded Assets
Financial Statements
Goodwill
Governmental Authority
Intellectual Property Rights
Inventory
Liabilities
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Purchase Price
Restraint Area
Restraint Period
SARS
Seller's Warranties
Signature Date
Stock
Tax
Transfer Date
VAT
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Assets Transfer
Liabilities Assumption
Warranties and Representations
Employee Transfer
Confidentiality
Intellectual Property
Property Rights
Business Records
Tax Matters
VAT
BEE Compliance
Competition Law
Restraint of Trade
Non-Solicitation
Handover and Transition
Post-Completion Obligations
Further Assurance
Force Majeure
Breach
Dispute Resolution
Governing Law
Jurisdiction
Notices
Assignment
Whole Agreement
Variation
Severability
Costs
Good Faith
Indemnification
Third Party Rights
Survival of Terms
Retail
Manufacturing
Professional Services
Hospitality
Technology
Construction
Distribution
Healthcare
Education
Agriculture
Real Estate
Food and Beverage
Automotive
Consulting
Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Business Development
Human Resources
Operations
Business Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Broker
Mergers & Acquisitions Manager
Business Development Manager
Financial Director
Company Secretary
Commercial Director
Risk Manager
Compliance Officer
Business Consultant
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