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1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration details if companies
2. Background: Context of the transaction and brief description of the subject matter of sale
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of goods/property being sold
5. Purchase Price: Agreed price, currency, and payment structure
6. Payment Terms: Payment schedule, method of payment, and consequences of late payment
7. Delivery and Transfer of Title: Delivery terms, timing, location, and process for transfer of ownership
8. Seller's Representations and Warranties: Seller's guarantees regarding the goods/property, ownership, and authority to sell
9. Purchaser's Representations and Warranties: Purchaser's guarantees regarding authority and capacity to purchase
10. Conditions Precedent: Conditions that must be satisfied before completion
11. Completion: Process and requirements for closing the transaction
12. Risk and Insurance: Allocation of risk and insurance requirements
13. Default and Termination: Events of default, remedies, and termination rights
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Due Diligence: Used for complex transactions requiring detailed investigation of the goods/property
2. Intellectual Property Rights: Required when the sale involves IP assets or licensing
3. Confidentiality: Important for transactions involving sensitive commercial information
4. Post-Completion Obligations: Used when parties have continuing obligations after completion
5. Tax Provisions: Required for transactions with significant tax implications
6. Environmental Matters: Necessary for sales involving real estate or industrial equipment
7. Employees and Transfer of Staff: Required when the sale involves transfer of employees
8. Compliance with Sharia: Required for explicitly Sharia-compliant transactions
9. Force Majeure: Optional but recommended for long-term or high-value transactions
10. Anti-Money Laundering Provisions: Required for high-value transactions or real estate deals
1. Schedule 1 - Description of Goods/Property: Detailed technical specifications or property description
2. Schedule 2 - Purchase Price Calculation: Breakdown of purchase price components and calculations
3. Schedule 3 - Payment Schedule: Detailed payment terms and installment schedule
4. Schedule 4 - Completion Requirements: List of documents and actions required for completion
5. Schedule 5 - Form of Transfer Documents: Templates for transfer documentation
6. Schedule 6 - Disclosed Matters: List of disclosed issues affecting warranties
7. Appendix A - Required Approvals: List of regulatory or third-party approvals needed
8. Appendix B - Property Documents: Copies of relevant property documentation or certificates
9. Appendix C - Due Diligence Reports: Summary of due diligence findings if applicable
10. Appendix D - Encumbrances: List of any existing liens, charges or encumbrances
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