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1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and relationship between the parties
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation
4. Sale and Purchase: Core transaction terms including the asset/goods being sold and purchased
5. Purchase Price: Amount, payment terms, and payment mechanics
6. Conditions Precedent: Any conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of both parties before completion of the sale
8. Completion: Process, timing, and requirements for completing the transaction
9. Warranties: Seller's warranties about the assets/goods being sold
10. Limitations of Liability: Limitations on claims and liability of the parties
11. Confidentiality: Obligations regarding confidential information
12. GST: GST treatment and obligations
13. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Intellectual Property: Required when the sale includes IP rights or licenses
2. Employee Matters: Needed when the sale affects employment relationships
3. Environmental Matters: Required for sales involving property or businesses with environmental considerations
4. Tax Indemnities: Detailed tax provisions for complex transactions
5. International Trade Terms: Required for international sales (including Incoterms)
6. Break Fee: Include when parties agree to compensation if the deal fails
7. Earn-out Provisions: When part of the purchase price is contingent on future performance
8. Competition Law Compliance: Required for large transactions or regulated industries
1. Asset Schedule: Detailed list and description of assets being sold
2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Form of Transfer Documents: Templates for documents required to effect the transfer
4. Warranty Schedule: Detailed warranties given by the seller
5. Encumbrances: List of any existing encumbrances on the assets
6. Required Consents: List of third-party consents required for the transaction
7. Completion Checklist: List of actions and documents required at completion
8. Excluded Assets: List of assets specifically excluded from the sale
Manufacturing
Retail
Technology
Real Estate
Professional Services
Mining
Agriculture
Healthcare
Construction
Transport and Logistics
Education
Hospitality
Financial Services
Energy and Utilities
Legal
Finance
Commercial
Procurement
Sales
Compliance
Risk Management
Operations
Business Development
Mergers & Acquisitions
Tax
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Commercial Director
Legal Counsel
Contract Manager
Business Development Manager
Procurement Manager
Sales Director
Company Secretary
Risk Manager
Compliance Officer
Operations Manager
Finance Manager
Asset Manager
Mergers & Acquisitions Director
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