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1. Parties: Identification of buyer and seller with complete legal names and addresses
2. Background/Recitals: Context of the transaction and basic premises of the agreement
3. Definitions: Key terms used throughout the agreement
4. Description of Property/Goods: Detailed description of items being sold
5. Purchase Price: Amount and payment terms
6. Closing: Details of when and how the transaction will be completed
7. Representations and Warranties: Statements of fact and promises about the property/goods
8. Governing Law: Jurisdiction governing the agreement
1. Due Diligence: Buyer's right to inspect and verify condition - used for complex or high-value transactions
2. Financing Contingency: Conditions related to buyer obtaining financing - used when purchase depends on buyer securing funding
3. Environmental Matters: Environmental conditions and compliance - used for real estate or industrial equipment transactions
4. Confidentiality: Terms regarding private information - used for business or sensitive transactions
1. Schedule A - Property Description: Detailed technical or legal description of property/goods
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 - Due Diligence Documents: List of documents to be provided during due diligence
5. Appendix 1 - Form of Bill of Sale: Template for transfer document
6. Appendix 2 - Closing Checklist: List of items required for closing
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