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1. Parties: Identification and details of the seller and buyer, including registration numbers for companies or ID numbers for individuals
2. Background: Context of the transaction and brief description of the subject matter being sold
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Sale and Purchase: Core agreement terms specifying what is being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price and payment terms
6. Payment Terms: Specifics of how and when payment will be made, including any installment arrangements
7. Delivery and Transfer: Terms regarding the transfer of ownership and physical delivery of goods
8. Warranties and Representations: Statements of fact and promises made by both parties regarding the transaction
9. Due Diligence: Requirements and processes for buyer's investigation of the purchase
10. Conditions Precedent: Conditions that must be met before the agreement becomes effective
11. Risk and Insurance: Allocation of risk and insurance requirements
12. Breach and Termination: Consequences of breach and circumstances allowing termination
13. Dispute Resolution: Procedures for handling disputes between parties
14. General Provisions: Standard legal clauses including notices, governing law, and jurisdiction
1. Intellectual Property: Required when the sale includes intellectual property assets
2. Employee Matters: Necessary when the sale involves transfer of employees or employment considerations
3. Environmental Matters: Required for transactions involving property or businesses with environmental implications
4. Competition Law Compliance: Needed for larger transactions requiring competition authority approval
5. Tax Matters: Detailed tax provisions when complex tax implications exist
6. Transitional Services: Required when seller will provide ongoing services post-sale
7. Earn-out Provisions: Used when part of purchase price is contingent on future performance
8. Third Party Consents: Required when the transaction needs specific third-party approvals
1. Asset Schedule: Detailed list of assets included in the sale
2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
3. Due Diligence Findings: Summary of key findings from due diligence process
4. Warranties Schedule: Detailed warranties given by the seller
5. Encumbrances Schedule: List of any existing encumbrances on the assets
6. Required Consents: List of required third-party consents and their status
7. Excluded Assets: List of assets specifically excluded from the sale
8. Handover Schedule: Timeline and process for transferring assets or business
Retail
Manufacturing
Real Estate
Technology
Agriculture
Mining
Professional Services
Healthcare
Hospitality
Construction
Automotive
Education
Financial Services
Telecommunications
Energy
Legal
Finance
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Executive Leadership
Commercial Operations
Business Development
Due Diligence
Corporate Secretariat
Treasury
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Business Development Manager
Corporate Attorney
Financial Director
Commercial Director
Mergers & Acquisitions Manager
Risk Manager
Compliance Officer
Company Secretary
Business Owner
Managing Director
Operations Director
Investment Manager
Due Diligence Specialist
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