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1. Parties: Full legal identification of the seller and purchaser, including registration numbers for companies
2. Background: Context of the transaction and brief description of the subject matter being sold
3. Definitions and Interpretation: Defined terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core terms of the sale including the subject matter and confirmation of outright transfer
5. Purchase Price: Amount, currency, and payment terms including VAT status
6. Payment Terms: Detailed payment mechanism, timing, and banking details
7. Delivery and Transfer: Terms for physical delivery or transfer of ownership, including timing and logistics
8. Warranties and Representations: Seller's warranties regarding ownership, condition, and authority to sell
9. Risk and Ownership: Transfer of risk and ownership provisions
10. Breach and Termination: Consequences of breach and termination rights
11. Notices and Domicilia: Communication methods and official addresses for notices
12. General Terms: Standard contractual provisions including entire agreement, variation, and governing law
13. Signature: Execution clause and signature blocks
1. Conditions Precedent: Used when the sale is subject to fulfillment of specific conditions before becoming effective
2. Exchange Control: Required for international transactions subject to South African exchange control regulations
3. Due Diligence: Included when the purchase is subject to a due diligence investigation
4. Intellectual Property: Required when the purchase includes IP rights or licenses
5. Employees: Necessary when the purchase involves transfer of employees or employee-related obligations
6. Tax Indemnities: Included for complex transactions with specific tax implications
7. Transitional Services: Used when the seller must provide temporary support services post-sale
8. Competition Law Compliance: Required for large transactions that may have competition law implications
1. Asset Schedule: Detailed list and description of all assets included in the sale
2. Purchase Price Calculation: Breakdown of the purchase price components and calculations
3. Due Diligence Findings: Summary of due diligence results and identified issues
4. Encumbrances: List of any existing encumbrances, liens, or restrictions on the assets
5. Required Consents: List of third-party or regulatory consents required for the transaction
6. Warranty Schedule: Detailed warranties and representations by the seller
7. Transfer Documents: Forms and documents required for legal transfer of ownership
8. Handover Protocol: Procedure and checklist for physical handover of assets
Assets
Business Day
Closing Date
Completion
Confidential Information
Consideration
Delivery Date
Effective Date
Encumbrance
Force Majeure
Intellectual Property Rights
Material Adverse Change
Party/Parties
Purchase Price
Purchaser
Rand
Related Persons
Seller
Signature Date
Transfer Date
VAT
Warranties
Writing/Written
Applicable Laws
Completion Date
Conditions Precedent
Due Diligence
Governing Law
Permitted Encumbrances
Representatives
Schedule
Security Interest
Taxes
Transaction
Transfer Documents
Working Hours
Claim
Losses
Material Contract
Records
Required Consents
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Transfer of Ownership
Delivery
Warranties and Representations
Risk and Insurance
Due Diligence
Confidentiality
Data Protection
Tax
VAT
Exchange Control
Force Majeure
Assignment
Intellectual Property
Breach
Dispute Resolution
Governing Law
Jurisdiction
Notices
Costs
General
Entire Agreement
Severability
Variation
Waiver
Indemnification
Termination
Compliance with Laws
Anti-corruption
Authority
Good Faith
Further Assurance
Relationship of Parties
Third Party Rights
Time of Essence
Survival
Counterparts
Manufacturing
Real Estate
Technology
Retail
Agriculture
Mining
Financial Services
Professional Services
Healthcare
Construction
Automotive
Energy
Telecommunications
Legal
Finance
Procurement
Commercial
Operations
Risk and Compliance
Business Development
Sales
Asset Management
Treasury
Chief Executive Officer
Chief Financial Officer
Commercial Director
Legal Counsel
Procurement Manager
Contract Manager
Business Development Manager
Financial Controller
Operations Director
Risk Manager
Compliance Officer
Asset Manager
Sales Director
Managing Director
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