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Commercial Agreement Of Purchase And Sale
"I need a Commercial Agreement of Purchase and Sale governed by Austrian law for the sale of industrial manufacturing equipment worth 鈧2.5 million, with payment in three installments and delivery scheduled for March 2025."
1. Parties: Identification and details of the seller and purchaser, including registration numbers and addresses
2. Background: Context of the transaction and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and rules for interpreting the agreement
4. Object of Sale: Detailed description of the goods or assets being sold
5. Purchase Price: Purchase price, payment terms, and payment method
6. Delivery and Transfer of Ownership: Terms regarding delivery, transfer of title, and risk
7. Seller's Representations and Warranties: Warranties regarding ownership, condition, and quality of the sale object
8. Purchaser's Representations and Warranties: Warranties regarding authority to enter into agreement and financial capacity
9. Conditions Precedent: Conditions that must be met before completion of the sale
10. Closing Procedure: Steps and requirements for completing the transaction
11. Tax Matters: Allocation of tax responsibilities and VAT considerations
12. Liability and Indemnification: Scope of liability and indemnification obligations
13. Termination: Circumstances under which the agreement can be terminated
14. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
15. General Provisions: Standard contractual provisions including notices, amendments, and severability
1. Intellectual Property Rights: Required when the sale includes IP assets or licenses
2. Employee Matters: Needed when the sale involves transfer of employees or employment-related obligations
3. Confidentiality: Additional confidentiality provisions for sensitive commercial transactions
4. Non-Competition: Restrictions on future competitive activities, if relevant to the transaction
5. Due Diligence: Process and requirements for buyer's investigation of the sale object
6. Financing Conditions: Include when purchase is subject to financing arrangements
7. Environmental Matters: Required for sales involving property or businesses with environmental implications
8. Insurance: Special insurance requirements during transition period
9. Post-Closing Obligations: Specific obligations after completion of the sale
10. Force Majeure: Provisions for unforeseen circumstances affecting performance
1. Schedule 1 - Asset Description: Detailed specification of goods or assets being sold
2. Schedule 2 - Purchase Price Calculation: Breakdown of purchase price components and calculations
3. Schedule 3 - Excluded Assets: List of assets specifically excluded from the sale
4. Schedule 4 - Required Consents: List of third-party consents required for the transaction
5. Schedule 5 - Encumbrances: List of existing liens, encumbrances, or restrictions
6. Schedule 6 - Closing Deliverables: List of documents and items to be delivered at closing
7. Appendix A - Form of Transfer Deed: Template for formal transfer documentation
8. Appendix B - Warranty Claims Procedure: Process for making and resolving warranty claims
9. Appendix C - Due Diligence Findings: Summary of key due diligence results and disclosures
10. Appendix D - Required Regulatory Approvals: List of necessary regulatory approvals and status
Authors
Manufacturing
Retail
Wholesale
Real Estate
Technology
Industrial Equipment
Automotive
Consumer Goods
Energy
Agriculture
Pharmaceuticals
Construction
Logistics
Professional Services
Food and Beverage
Legal
Finance
Procurement
Sales
Operations
Compliance
Risk Management
Corporate Secretariat
Business Development
Commercial Operations
Chief Executive Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Sales Director
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Finance Manager
Risk Manager
Compliance Officer
Corporate Secretary
General Counsel
Commercial Lawyer
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