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1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of the company being sold
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the object of sale and purchase price
5. Purchase Price and Payment: Detailed price structure, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Seller's Warranties: Representations and warranties given by the seller
10. Purchaser's Warranties: Representations and warranties given by the purchaser
11. Limitations on Liability: Scope and limitations of seller's liability for warranty breaches
12. Tax Matters: Tax-related provisions and allocations of responsibility
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Rules for public announcements about the transaction
15. Notices: Process for formal communications between parties
16. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
17. Execution: Signature blocks and execution formalities
1. Employee Matters: Specific provisions regarding employee transfers, to be included when employees are part of the transaction
2. Real Estate: Special provisions for company-owned real estate, required when real property is involved
3. Intellectual Property: Detailed IP provisions, necessary when the company has significant IP assets
4. Environmental Matters: Environmental warranties and indemnities, required for companies with environmental risks
5. Post-Completion Covenants: Non-compete and other post-completion obligations, included when required by commercial context
6. Earn-out Provisions: Structure for additional payments based on future performance, included when part of purchase price is contingent
7. Data Protection: Specific provisions for handling personal data, required when significant customer or employee data is involved
8. Competition Law Compliance: Required when transaction meets merger control thresholds
1. Company Information: Detailed information about the target company including corporate documents
2. Warranties: Detailed list of seller's warranties
3. Properties: Details of owned and leased properties
4. Intellectual Property Rights: List of IP assets and registrations
5. Material Contracts: List and copies of key contracts
6. Employees: List of employees and employment terms
7. Completion Requirements: Detailed list of completion deliverables
8. Permitted Leakage: List of permitted value extractions in locked box deals
9. Bank Accounts: Details of company bank accounts and signatories
10. Data Room Index: Index of due diligence materials provided
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Retail
Professional Services
Industrial
Energy
Transportation
Hospitality
Agriculture
Construction
Media and Entertainment
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Strategy
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Mergers & Acquisitions Director
Company Secretary
Business Development Director
Investment Manager
Transaction Manager
Due Diligence Manager
Corporate Development Director
Finance Director
Tax Director
Compliance Officer
Risk Manager
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