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1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses
2. Background: Provides context for the transaction, including brief description of the business and purpose of the sale
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase the business assets, including the basic terms of the transaction
5. Purchase Price and Payment: Details the purchase price, payment terms, deposit requirements, and adjustment mechanisms
6. Conditions Precedent: Specifies conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Details obligations of both parties between signing and completion
8. Completion: Specifies completion date, location, and actions required at completion
9. Assets: Detailed description of assets included and excluded from the sale
10. Seller's Warranties: Warranties given by the seller regarding the business and assets
11. Buyer's Warranties: Warranties given by the buyer, including capacity to complete the purchase
12. Restraint of Trade: Restrictions on seller's future business activities to protect goodwill
13. Employees: Treatment of employees and related liabilities
14. Confidentiality: Obligations regarding confidential information
15. GST: GST treatment of the transaction
16. Notices: Process for giving formal notices under the agreement
17. General Provisions: Standard boilerplate provisions including governing law, entire agreement, etc.
18. Execution: Formal execution blocks for all parties
1. Intellectual Property: Detailed provisions for transfer of intellectual property rights when IP forms a significant part of the assets
2. Lease Assignment: Provisions regarding assignment of business premises lease when applicable
3. Third Party Consents: Requirements for obtaining third party consents when key contracts require assignment
4. Environmental Matters: Specific provisions dealing with environmental liabilities when business involves environmental risks
5. Earn-out Provisions: Structure for additional payments based on future performance when part of purchase price is contingent
6. Stock: Detailed provisions for valuation and transfer of stock when included in sale
7. Transition Services: Arrangements for post-completion assistance from seller when required
8. Security for Deferred Payments: Security arrangements when purchase price is paid in installments
9. Key Employee Arrangements: Specific provisions regarding retention of key employees when critical to business value
1. Asset Schedule: Detailed listing of all assets included in the sale
2. Excluded Assets Schedule: Listing of specific assets excluded from the sale
3. Contracts Schedule: List of business contracts to be assigned or novated
4. Employee Schedule: Details of employees, including terms of employment and entitlements
5. Intellectual Property Schedule: List of all intellectual property rights being transferred
6. Lease Details Schedule: Details of any leases being assigned
7. Purchase Price Allocation Schedule: Breakdown of purchase price allocation across asset categories
8. Form of Transfer Documents: Pro forma transfer documents required for completion
9. Outstanding Liabilities Schedule: List of liabilities and their treatment
10. Required Consents Schedule: List of third party consents required for completion
Retail
Manufacturing
Professional Services
Hospitality
Technology
Healthcare
Construction
Agriculture
Transport and Logistics
Mining
Education
Real Estate
Financial Services
Media and Entertainment
Automotive
Legal
Finance
Corporate Development
Mergers & Acquisitions
Operations
Risk Management
Tax
Human Resources
Strategy
Treasury
Compliance
Due Diligence
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Owner
Corporate Lawyer
Commercial Director
Finance Director
Operations Manager
Business Development Manager
Mergers & Acquisitions Manager
Due Diligence Officer
Risk Manager
Company Secretary
Asset Manager
Treasury Manager
Tax Manager
Human Resources Director
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