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1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the asset(s) being sold
5. Purchase Price: Specification of the purchase price and payment structure
6. Conditions Precedent: Specific conditions that must be fulfilled before the sale becomes binding
7. Payment Terms: Detailed payment schedule, methods, and consequences of default
8. Transfer of Title and Risk: Provisions regarding when and how ownership and risk transfer
9. Seller's Warranties: Warranties given by the seller regarding the sale object
10. Purchaser's Warranties: Warranties given by the purchaser, particularly regarding payment ability
11. Default and Remedies: Consequences and remedies in case of breach by either party
12. Termination: Circumstances under which the agreement can be terminated
13. Notices: Process and requirements for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Security Arrangements: Used when additional security for payment is required, such as guarantees or pledges
2. Insurance: Required when specific insurance arrangements need to be maintained during the conditional period
3. Maintenance and Use: Included when the agreement covers assets requiring specific maintenance or usage terms during the conditional period
4. Third Party Rights: Necessary when third parties have interests or rights in the sale object
5. Intellectual Property: Required when the sale involves assets with intellectual property components
6. Confidentiality: Added when transaction details need to be kept confidential
7. Force Majeure: Included when specific provisions for unforeseen circumstances are needed
8. Assignment: Used when transfer rights need to be specifically addressed
9. Regulatory Compliance: Required when the transaction is subject to specific regulatory requirements
1. Asset Description Schedule: Detailed technical or legal description of the sale object
2. Payment Schedule: Detailed breakdown of payment installments and dates
3. Condition Verification Process: Procedures for verifying fulfillment of conditions precedent
4. Form of Transfer Documents: Templates of documents required for final transfer
5. Due Diligence Results: Summary of any due diligence findings relevant to the transaction
6. Encumbrances Schedule: List of any existing encumbrances on the sale object
7. Required Consents: List of third-party or regulatory consents required
8. Handover Protocol: Procedures for physical handover of the sale object
Real Estate
Manufacturing
Automotive
Industrial Equipment
Technology
Retail
Agriculture
Construction
Energy
Consumer Goods
Luxury Goods
Healthcare
Transportation
Mining
Telecommunications
Legal
Commercial
Sales
Procurement
Finance
Compliance
Risk Management
Operations
Corporate Secretariat
Business Development
Mergers & Acquisitions
Real Estate
Legal Counsel
Contract Manager
Chief Legal Officer
Commercial Director
Business Development Manager
Sales Director
Procurement Manager
Risk Manager
Compliance Officer
Chief Financial Officer
Corporate Secretary
Operations Director
Asset Manager
Transaction Manager
Due Diligence Specialist
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